S-3

As filed with the Securities and Exchange Commission on February 5, 2004

Registration Statement No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OMNOVA SOLUTIONS INC.

(Exact Name of Registrant as Specified in Its Charter)

Ohio	34-1897652
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

175 Ghent Road

Fairlawn, Ohio 44333-3300

(330) 869-4200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

James C. LeMay

Senior Vice President, Business Development; General Counsel

175 Ghent Road

Fairlawn, Ohio 44333-3300

(330) 869-4200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies To:

Christopher M. Kelly, Esq.

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

(216) 586-3939

Approximate date of commencement of proposed sale to the public:    From time to time after the Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Unit (1) (2)		Proposed Maximum Aggregate Offering Price (1) (3)			Amount of Registration Fee (1)
Debt Securities (4)(9)
Common Shares (5)(9)
Serial Preferred Stock (6)(9)
Depositary Shares (7)(9)
Warrants (8)(9)
Total	$	150,000,000	100	%	$	150,000,000	(10)	$	19,005.00

(1) Not specified as to each class of securities to be registered pursuant to General Instruction II.D. to Form S-3.

(2) The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

(4) Subject to note (10) below, there is being registered an indeterminate principal amount of debt securities.

(5) Subject to note (10) below, there is being registered an indeterminate number of common shares.

(6) Subject to note (10) below, there is being registered an indeterminate number of shares of serial preferred stock.

(7) Subject to note (10) below, there is being registered an indeterminate number of depositary shares to be evidenced by depositary receipts issued pursuant to a deposit agreement. If the registrant elects to offer to the public fractional interests in shares of serial preferred stock, then depositary receipts will be distributed to those persons purchasing the fractional interests and the shares will be issued to the depositary under the deposit agreement.

(8) Subject to note (10) below, there is being registered hereunder an indeterminate amount and number of warrants. The warrants may represent the right to purchase debt securities, serial preferred stock or common shares.

(9) Subject to note (10) below, this registration statement also covers an indeterminate amount of securities as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the debt securities, serial preferred stock, depositary shares or warrants registered hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. No separate consideration will be received for any securities registered hereunder that are issued in exchange for, or upon conversion of, as the case may be, the debt securities, serial preferred stock, depositary shares or warrants.

(10) In no event will the aggregate initial offering price of all securities issued from time to time pursuant to the prospectus contained in this registration statement exceed $150,000,000 or the equivalent thereof in one or more foreign currencies or foreign currency units. Such amount represents the offering price of any common shares, serial preferred stock and depositary shares, the principal amount of any debt securities issued at their stated principal amount, the issue price rather than the principal amount of any debt securities issued at an original issue discount, the issue price of any warrants, the exercise price of any securities issuable upon the exercise of warrants. The aggregate principal amount of the debt securities may be increased if any debt securities are issued at an original issue discount by an amount such that the offering price to be received by the registrant shall be equal to the above amount to be registered. Any offering of securities denominated other than in United States dollars will be treated as the equivalent of United States dollars based on the exchange rate applicable to the purchase of such securities at the time of initial offering. The securities registered hereunder may be sold separately or as units with other securities registered hereunder.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell securities under this registration statement until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell any securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject To Completion, Dated February 5, 2004

PROSPECTUS

$150,000,000

Debt Securities

Common Shares

Serial Preferred Stock

Depositary Shares

Warrants

We intend to offer from time to time our debt securities, common shares, serial preferred stock, depositary shares and warrants. We may sell any combination of these securities in one or more offerings with an aggregate initial offering price of $150,000,000 or the equivalent amount in other currencies or currency units.

We will provide the specific terms of the securities to be offered in one or more supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement describing the method and terms of the offering of those offered securities.

We may sell the securities directly or to or through underwriters or dealers, and also to other purchasers or through agents. The names of any underwriters or agents that are included in a sale of securities to you, and any applicable commissions or discounts, will be stated in an accompanying prospectus supplement. In addition, the underwriters, if any, may over-allot a portion of the securities.

Our common shares are listed on the New York Stock Exchange under the symbol “OMN.” The closing price of our common shares on the New York Stock Exchange on February 5, 2004 was $5.53. None of the other securities that we may offer under this prospectus are currently publicly traded.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is                          , 2004

TABLE OF CONTENTS

	Page
About This Prospectus	1
Where You Can Find More Information	1
Information We Incorporate By Reference	1
Risk Factors	4
Disclosure Regarding Forward-Looking Statements	7
Use Of Proceeds	9
Ratio Of Earnings To Fixed Charges	9
Description Of Debt Securities	10
Description Of Capital Stock	15
Description Of Depositary Shares	18
Description Of Warrants	21
Plan Of Distribution	24
Legal Matters	26
Experts	26

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $150,000,000 or the equivalent amount in other currencies or currency units.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information under the heading “Where You Can Find More Information” and “Information We Incorporate By Reference.”

You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized anyone to provide you with different information. You should not assume that the information contained in this prospectus, any prospectus supplement, or any document incorporated by reference, is accurate as of any date, other than the date mentioned on the cover page of these documents. We are not making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

References in this prospectus to the terms “we,” “us” or “OMNOVA Solutions” or other similar terms mean OMNOVA Solutions Inc. and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934. We file reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the public reference room and their copy charges. You may also inspect our SEC reports and other information at the New York Stock Exchange, 20 Broad Street, New York, New York 10005, or at our web site at http://www.omnova.com. We do not intend for information contained in our web site to be part of this prospectus.

INFORMATION WE INCORPORATE BY REFERENCE

The SEC allows us to incorporate by reference the information we file with them, which means:

• incorporated documents are considered part of the prospectus;

• we can disclose important information to you by referring you to those documents; and

• information that we file with the SEC after the date of this prospectus will automatically update and supercede the information contained in this prospectus and incorporated filings.

We incorporate by reference the documents listed below that we filed with the SEC under the Exchange Act:

• our Annual Report on Form 10-K for the year ended November 30, 2003; and

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• the description of our capital stock contained in the registration statement on Form 10 filed with the SEC on July 9, 1999 and all amendments and reports filed for the purpose of updating that description.

We also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus until the offering of the securities terminates.

We will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing or telephoning us at the following address and telephone number:

OMNOVA Solutions Inc.

175 Ghent Road

Fairlawn, Ohio 44333

Telephone Number: (330) 869-4200

Attn: Secretary

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OMNOVA SOLUTIONS INC.

We are an innovator of emulsion polymers and specialty chemicals, decorative and functional surfaces and single-ply roofing systems for a variety of commercial, industrial and residential end uses. Our products provide critical performance and aesthetic attributes to materials that people use daily. Our leading positions have been built through innovative products, customized product solutions, strong brands, strong technical expertise, well-established distribution channels and long-standing customer relationships. Our customers rely on OMNOVA Solutions products to differentiate themselves in the marketplace. We utilize strategically located manufacturing, development and design facilities in North America, Europe and Asia to service our broad customer base. We have three reportable business segments, Performance Chemicals, Decorative Products and Building Products.

Performance Chemicals

Our Performance Chemicals segment produces a broad range of emulsion polymers and specialty chemicals based primarily on styrene butadiene, styrene butadiene acrylonitrile, styrene butadiene vinylpyridine, vinyl acetate, acrylic, styrene acrylic, vinyl acrylic, glyoxal and fluorochemical chemistries. We are North America’s second largest producer of styrene butadiene latex, or SB latex, and operate modern, strategically-located, low-cost production facilities. Our custom-formulated products are tailored for coatings, binders and adhesives, which are used in paper, carpet, nonwovens, textiles, construction, floor polish, tape, adhesives, tire cord, plastic parts and various other specialty chemical applications. Our products provide a variety of functional properties to enhance our customers’ products, including greater strength, adhesion, dimensional stability, water resistance, flow and leveling, improved processibility and enhanced appearance. Our Performance Chemicals segment is recognized for its core capabilities in emulsion polymer technology and for its ability to rapidly develop highly-customized products that provide innovative, cost-effective customer solutions.

Decorative Products

Our Decorative Products segment develops, designs, produces and markets a broad line of decorative and functional surfacing products, including commercial wallcoverings, coated and performance fabrics, printed and solid color surface laminates and industrial films. These products are used in numerous applications, including building refurbishment and remodeling, new construction, furniture, cabinets, marine, automotive and other transportation markets, manufactured housing, retail display, consumer electronics, flooring and home furnishings. Our core competencies in design, coating, compounding, calendering, extruding, printing and embossing enable us to develop unique, aesthetically pleasing decorative surfaces that have functional properties, such as durability and scratch and stain resistance, that address specific customer needs. We have industry leading design capabilities, an extensive design library covering a broad range of styles, patterns, textures and colors and strong coating and processing capabilities to provide our products with the performance capability needed in the applications we serve. Our broad range of products and end-use applications give us economies of scale in sourcing, manufacturing, design, technology and process development.

Building Products

Our Building Products segment produces single-ply roofing systems for newly renovated or constructed commercial, governmental or educational buildings. We are one of the few suppliers of all three single-ply roofing systems: synthetic rubber, or EPDM, thermoplastic polyolefin, or TPO, and polyvinyl chloride, or PVC. We manufacture ENERGY STAR certified TPO and PVC roofing systems that provide building owners with significant energy efficiencies. Additionally, we were the first to develop a twelve-foot wide single-ply roofing system, which reduces installation time and cost for our customers. We manufacture twelve-foot wide TPO and PVC single-ply roofing systems, and we are currently the only producer of a twelve-foot wide PVC roofing system.

Information About OMNOVA Solutions

We are an Ohio corporation formed in June 1999 as a wholly owned subsidiary of GenCorp Inc. On October 1, 1999, OMNOVA Solutions was spun-off from GenCorp as an independent, publicly-traded corporation. Our principal executive office is located at 175 Ghent Road, Fairlawn, Ohio 44333, and our telephone number is (330) 869-4200. Our common shares are listed on the New York Stock Exchange under the symbol “OMN.”

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RISK FACTORS

You should consider carefully these risk factors, together with all of the information included or incorporated by reference in this prospectus, before you decide to purchase securities offered by this prospectus. In addition, you should note that the prospectus supplement that will accompany this prospectus will include additional risk factors that will specifically apply to the type of security that we will offer under the prospectus supplement.

We are exposed to general economic conditions, which could decrease demand for our products in our end-use markets. This decreased demand could have a negative effect on our results of operation.

Manufacturing companies are experiencing an economic downturn. Many of our end-use markets have been adversely affected by this downturn, particularly the hotel, office, institutional furniture, manufactured housing and print advertising markets, which resulted in reduced demand for our products. Accordingly, this decreased demand negatively impacts our financial performance. The severity and duration of this downturn could cause additional adverse impacts on our financial performance. As a result of unfavorable general economic conditions and reduced spending by customers, our sales have declined over the last few years. For example, our net sales decreased from $773.3 million for fiscal 2000 to $682.6 million for fiscal 2003. If the economic conditions in the United States and the rest of the world continue to worsen, particularly in the end-use markets in which we operate, we may experience a further decline in our results of operations, including decreased earnings and reduced cash flow.

Raw material prices have a significant impact on our profitability. If raw material prices increase, and we cannot pass those price increases on to our customers, our profitability and financial condition may suffer.

The principal raw materials that we use in our business are derived from petrochemicals and chemical feedstocks such as polyvinyl chloride, styrene and butadiene. Specifically, Performance Chemicals uses monomers such as styrene and butadiene extensively in its products, and Decorative Products and Building Products use polyvinyl chloride extensively in their products. If we are unable to pass along increased raw materials prices to our customers, our profitability, and thus our financial condition, may be adversely affected. The cost of these raw materials has a significant impact on our profitability. The prices of many of these raw materials are cyclical and volatile. For example, the prices of styrene and butadiene have rapidly increased in the recent past. Supply and demand factors, which are beyond our control, generally affect the price of our raw materials. While we generally attempt to pass along increased raw materials prices onto our customers in the form of price increases, historically there has been a time delay between increased raw materials prices and our ability to increase the prices of our products. Additionally, we may not be able to increase the prices of our products due to pricing pressure and other factors.

Consolidation of our customers and competitors has created increased pricing pressure in our industry. If we are unable to resist this pricing pressure, we will have to reduce our prices, which may negatively impact our profit margins.

We face continued pricing pressure from our customers and competitors. If we are unable to offset continued pricing pressure through improved operating efficiencies and reduced expenditures, we will have to reduce our prices, which may negatively impact our profit margins. Customers frequently seek price reductions, and recent consolidation among our customer base, particularly within the paper industry, has created customers with greater purchasing power. Additionally, consolidation among our competitors has created competitors with greater financial, marketing and other resources than we have. Accordingly, these consolidations have lead to increased pricing pressure on us.

Our sales and profitability depend on our ability to continue to develop new products that appeal to customers and end users. If we are unable to develop new products, our sales may suffer.

Our business depends to a substantial extent on our ability to develop, introduce and support cost-effective new products and technologies on a timely basis. If we fail to develop and deploy new cost-effective products and technologies or enhancements of existing products on a timely basis, or if we experience delays in the development, introduction or enhancement of our products and technologies, our products may no longer be competitive and our sales may suffer.

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Our business is subject to the usual hazards associated with chemical businesses, any of which could interrupt our production and adversely affect our results of operations.

We are subject to the usual hazards associated with chemical manufacturing and the related storage and transportation of raw materials, products and waste, including explosions, fires, leaks, discharges, inclement weather, natural disasters, mechanical failure, unscheduled downtime and transportation interruption or calamities. The occurrence of material operating problems at our facilities diminishes our ability to meet our output goals. Accordingly, these problems or interruptions may have a material adverse effect on our operations as a whole, including our results of operations, both during and after the period of operational difficulties.

We may be unable to achieve, or may be delayed in achieving, our goals under certain workplace initiatives and cost-reduction measures, which may adversely affect our results of operations and cash flow.

We have put into place operational excellence processes using LEAN Six Sigma quality, supply chain management and high performance workplace initiatives throughout our businesses in an effort to lower our cost structure. Additionally, we are dedicated to continuous cost reduction, and have recently taken actions to reduce our overall annual costs. If we are unable to achieve, or if we meet any unexpected delays in achieving, these goals, our results of operations and cash flow may be adversely affected. Additionally, even if we achieve these goals, we may not receive the expected financial benefits of these goals, or the costs of implementing these workplace initiatives and cost-reduction measures could exceed the benefits of these initiatives and measures.

We participate in several joint ventures that may not operate according to their business plans if our partners fail to fulfill their obligations, which may adversely affect our results of operations or force us to dedicate additional resources to these joint ventures.

We participate in several joint ventures both in the United States and abroad and may enter into additional joint ventures in the future. The nature of a joint venture requires us to share control with unaffiliated third parties. If our joint venture partners do not fulfill their obligations, the affected joint venture may not be able to operate according to its business plan. In that case, our results of operations may be adversely affected or we may be required to increase our level of commitment to the joint venture. Also, differences in views among joint venture participants may result in delayed decisions or failures to agree on major issues. If these differences cause the joint ventures to deviate from their business plans, our results of operations could be adversely affected.

We may not be able to identify or complete transactions with attractive acquisition candidates, which may negatively impact our business strategy.

As part of our business strategy, we have pursued, and may continue to pursue, strategic alliances and targeted acquisition opportunities that we believe would complement our business. We may not be successful in entering into any strategic alliance or consummating any acquisition, which may negatively impact our business strategy. Any strategic alliances or targeted acquisitions will be accompanied by the risks commonly encountered in strategic alliances and acquisitions of businesses. We may not be successful in overcoming these risks or any other problems encountered in connection with any of our strategic alliances or acquisitions.

The occurrence or threat of extraordinary events, including domestic and international terrorist attacks and acts of war, may substantially decrease the use of and demand for our products.

Recent domestic and international terrorist activities, the continuing threat of terrorist attacks within and outside the United States and the recent war between the United States and Iraq have caused economic and political uncertainties and may further weaken the already weakened end-use markets for our products. The occurrence of extraordinary events, including future terrorist attacks and the outbreak or escalation of hostilities, cannot be predicted, and their occurrence can be expected to further negatively affect the economy generally, and specifically the markets for our products.

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Extensive environmental, health and safety laws and regulations impact our operations and assets, and compliance with these regulations could adversely affect our results of operations.

Our business operations and ownership of real property are subject to numerous foreign, federal, state and local environmental and health and safety laws and regulations which may have a significant effect on the costs of transportation and storage of raw materials and finished products, as well as the costs of the storage and disposal of wastes. We believe we are in material compliance with applicable environmental and worker health and safety requirements. However, we may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs or experience interruptions in our operations for violations arising under these laws and regulations that could adversely affect our results of operations. The nature of our business, including historical operations at our current and former facilities, exposes us to risks of liability under these laws and regulations due to the production, storage, use, transportation and sale of materials that can cause contamination or personal injury if released into the environment. A few of our facilities, including those at Mogadore, Ohio, Jeannette, Pennsylvania and Chester, South Carolina have a long history of industrial use including use of underground storage tanks. In addition, our facility at Monroe, North Carolina, is currently listed on the state’s Inactive Hazardous Sites Branch Inventory of Sites based on the potential for soil and groundwater contamination at the site. Groundwater contamination at our facility in Chester, South Carolina is currently being remediated by the former owner under a consent agreement with the state and an indemnification agreement with us.

We expect to continue to be subject to increasingly stringent environmental and health and safety laws and regulations. Certain environmental requirements provide for strict and, under certain circumstances, joint and several, liability for investigation and remediation of releases of hazardous substances into the environment and liability for related damages to natural resources. It is difficult to predict the future interpretation and development of environmental and health and safety laws and regulations or their impact on our future earnings and operations. We anticipate that compliance will continue to require increased capital expenditures and operating costs. Any increase in these costs, or unanticipated liabilities arising for example out of discovery of previously unknown conditions or more aggressive enforcement actions, could adversely affect our results of operations. Additionally, any such increase in costs or unanticipated liabilities may exceed our reserves, which could have a material adverse effect on our financial condition.

Because we maintain a self-insured health care plan for our employees, increases in health care costs may adversely affect our results of operations.

We maintain a self-insured health care plan for our employees under which we generally share the cost of health care with our employees. Health care costs have been escalating over the past few years. Accordingly, as health care costs increase, our health care expenses also increase. Health care expense has increased from $17.1 million at the end of fiscal 2000 to $19.2 million at the end of fiscal 2001, $20.1 million at the end of fiscal 2002 and $22.4 million at the end of fiscal 2003.

Our business may be adversely affected by risks typically encountered in international operations and fluctuations in currency exchange rates.

We conduct our business in several foreign jurisdictions and are subject to the risks normally associated with international operations, including the following:

• fluctuations in currency exchange rates;

• transportation delays and interruptions;

• political and economic instability and disruptions;

• the imposition of duties and tariffs;

• import and export controls;

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• the risks of divergent business expectations or cultural incompatibility inherent in establishing joint ventures with foreign partners;

• difficulties in staffing and managing multi-national operations;

• limitations on our ability to enforce legal rights and remedies; and

• potentially adverse tax consequences.

Any of these events could have an adverse effect on our international operations in the future by reducing the demand for our products, decreasing the prices at which we can sell our products or otherwise having an adverse effect on our business, financial condition or results of operations. In addition, we may not be able to operate in compliance with foreign laws and regulations, or comply with applicable customs, currency exchange control regulations, transfer pricing regulations or any other laws or regulations to which we may be subject, in the event that these laws or regulations change.

Some of our employees are covered by collective bargaining agreements that are due to expire in the next year. The failure to renew any of those agreements could result in a prolonged work stoppage, which could materially adversely affect our results of operations.

As of November 30, 2003, approximately 30% of our employees are covered by collective bargaining agreements. Approximately 530 employees are covered by four separate collective bargaining agreements that are due to expire prior to November 30, 2004. We cannot assure you that these agreements will be renewed on similar terms or renegotiated on acceptable terms. Any prolonged work stoppages in one or more of our facilities could materially adversely affect our results of operations.

Lower investment performance by our pension assets may require us to record pension expense and begin making contributions to the pension trust, which would divert funds from other uses.

The combination of several factors may require us to begin recording pension expense of approximately $3.5 million in fiscal 2005. The lower investment performance by our pension plan assets, caused by the decline in the stock market, has significantly reduced the surplus position of the plan. Changes in long-term expectations for inflation and the equity markets have led us to lower our assumed long-term rate of return from 8.75% to 8.5% for asset performance. With the low interest rate environment, we have also decreased our discount rate, which is the rate used to measure our defined benefit pension plan obligations, from 7.25% to 6.5%. These rates were determined as of August 31, 2003, the plan’s measurement date. We do not anticipate making cash contributions to the pension fund until 2006. However, in order to manage the pension fund over the long term, we may find it prudent to make contributions before 2006. In addition, we cannot predict whether changing economic conditions or other factors will lead or require us to make contributions in excess of our current expectations, which would divert funds that we would otherwise apply to other uses. Additionally, we may not have the funds necessary to meet any minimum pension funding requirements.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes, and any prospectus supplement may include, “forward-looking statements,” as defined by federal securities laws, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Words such as, but not limited to, “may,” “should,” “projects,” “forecasts,” “seeks,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “likely,” “will,” “would,” “could” and similar expressions or phrases identify forward-looking statements.

All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in the end-use markets in which we operate. Others are more specific to our operations. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

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Factors that may cause actual results to differ from expected results include, among others:

• general economic trends affecting our end-use markets;

• raw material prices for petrochemicals and chemical feedstocks, including polyvinyl chloride, styrene and butadiene;

• acts of war or terrorism;

• competitive pressure on pricing;

• our ability to develop successful new products;

• customer and/or competitor consolidation;

• the ability of our customers to compete against increased foreign competition;

• operational issues at our facilities;

• availability of financing to fund operations at anticipated rates and terms;

• our ability to successfully implement our productivity enhancement and cost reduction initiatives;

• prolonged work stoppages;

• governmental and regulatory policies;

• rapid increases in health care costs;

• risks associated with foreign operations, including fluctuations in exchange rates of foreign currencies;

• our strategic alliance and acquisition activities;

• our substantial debt and leverage and our ability to service our debt; and

• the other factors that we describe in this prospectus under the heading “Risk Factors.”

All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. We undertake no obligation, and specifically decline any obligation, other than that imposed by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

You should refer to the section entitled “Risk Factors” for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus and in any prospectus supplement are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

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USE OF PROCEEDS

Unless we inform you otherwise in the applicable prospectus supplement, we expect to use the net proceeds from the sale of securities for general corporate purposes. These purposes may include, but are not limited to:

• reduction or refinancing of outstanding indebtedness or other corporate obligations;

• additions to working capital;

• capital expenditures; and

• acquisitions.

Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of consolidated earnings to fixed charges for the periods presented:

Year ended November 30,
2003	2002	2001	2000	1999
—	1.6x	—	1.4x	3.8x

The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings from continuing operations before income taxes plus fixed charges. Fixed charges include interest, expensed or capitalized, including amortization of deferred financing costs and the estimated interest component of rent expense. For fiscal years 2003 and 2001, the ratio was less than 1.0x and was deficient by $83.0 million and $12.3 million, respectively.

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DESCRIPTION OF DEBT SECURITIES

This section describes the general terms and provisions of the debt securities that we may issue separately, upon conversion or exchange of serial preferred stock or upon exercise of a debt warrant, any of which may be issued as convertible or exchangeable debt securities. We will set forth the particular terms of the debt securities we offer in a prospectus supplement. The extent, if any, to which the following general provisions apply to particular debt securities will be described in the applicable prospectus supplement. The following description of general terms relating to the debt securities and the indenture under which the debt securities will be issued are summaries only and therefore are not complete. You should read the indenture and the prospectus supplement regarding any particular issuance of debt securities.

The debt securities will represent our unsecured general obligations, unless otherwise provided in the prospectus supplement. We currently conduct a portion of our operations through our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the debt securities or to make any funds available therefor, whether by dividends, loans or other payments. The holders of debt securities (whether senior or subordinated debt securities) will be effectively subordinated to the creditors of our subsidiaries. This means that creditors of our subsidiaries will have a claim to the assets of our subsidiaries that is superior to the claim of our creditors, including holders of our debt securities.

The debt securities will be issued under an indenture between us and a trustee and may be supplemented or amended from time to time following its execution. The indenture, and any supplemental indentures thereto, will be subject to, and governed by, the Trust Indenture Act of 1939.

The form of indenture gives us broad authority to set the particular terms of each series of debt securities issued thereunder, including, without limitation, the right to modify certain of the terms contained in the indenture.

Except to the extent set forth in a prospectus supplement, the indenture does not contain any covenants or restrictions that afford holders of the debt securities special protection in the event of a change of control or highly leveraged transaction.

General

The indenture will not limit the aggregate principal amount of debt securities that may be issued under it and provides that debt securities may be issued in one or more series, in such form or forms, with such terms and up to the aggregate principal amount, that we may authorize from time to time. Our board of directors will establish the terms of each series of debt securities, and such terms will be set forth or determined in the manner provided in an officers’ certificate or by a supplemental indenture. The particular terms of the debt securities offered pursuant to any prospectus supplement will be described in the prospectus supplement. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of any holder, for issuances of additional debt securities of that series.

The applicable prospectus supplement will describe the following terms of any series of debt securities that we may offer (to the extent applicable to the debt securities):

• the title and designation of the debt securities (which shall distinguish debt securities of one series from debt securities of any other series), including whether the debt securities shall be issued as senior debt securities, senior subordinated debt securities or subordinated debt securities, any subordination provisions particular to such series of debt securities and whether such debt securities are convertible and/or exchangeable for other securities;

• the aggregate principal amount of the debt securities and any limit upon the aggregate principal amount of the debt securities;

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• the date or dates (whether fixed or extendable) on which the principal of the debt securities is payable or the method of determination thereof;

• the rate or rates (which may be fixed, floating or adjustable) at which the debt securities shall bear interest, if any, the method of calculating the rates, the date or dates from which interest shall accrue or the manner of determining those dates, the interest payment dates on which interest shall be payable, the record dates for the determination of holders to whom interest is payable, and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months;

• the place or places where the principal and premium, if any, make-whole amount, if any, and interest on the debt securities, if any, shall be payable, where the holders may surrender debt securities for conversion, transfer or exchange and where notices or demands to or upon us may be served;

• any provisions relating to the issuance of the debt securities at an original issue discount;

• the price or prices at which, the period or periods within which and the terms and conditions upon which we may redeem the debt securities, in whole or in part, pursuant to any sinking fund or otherwise (including, without limitation, the form or method of payment if other than in cash);

• our obligation, if any, to redeem, purchase or repay the debt securities pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a holder, the price at which, the period within which and the terms and conditions upon which the debt securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation (including, without limitation, the form or method of payment thereof if other than in cash) and any provisions for the remarketing of the debt securities;

• if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities of the series shall be issuable;

• if other than the principal amount thereof, the portion of the principal amount of the debt securities which shall be payable upon declaration of acceleration of the maturity or provable in bankruptcy, or, if applicable, the portion of the principal amount which is convertible or exchangeable in accordance with the provisions of the debt securities or the resolution of our board of directors or any supplemental indenture pursuant to which such debt securities are issued;

• any events of default with respect to the debt securities, in lieu of or in addition to those set forth in the indenture and the remedies therefor;

• our obligation, if any, to permit the conversion or exchange of the debt securities of such series into common shares or other capital stock or property, or combination thereof, and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion or exchange price or rate, the conversion or exchange period, the provisions for conversion or exchange price or rate adjustments and any other provision relative to such obligation) and any limitations on the ownership or transferability of the securities or property into which holders may convert or exchange the debt securities;

• any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities;

• the currency or currency units, including composite currencies, in which the debt securities shall be denominated if other than the currency of the United States of America;

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• if other than the currency or currency units in which the debt securities are denominated, the currency or currency units in which payment of the principal of, premium, if any, make-whole amount, if any or interest on the debt securities shall be payable (and the manner in which the equivalent of the principal amount thereof in the currency of the United States of America is to be determined for any purpose, including for the determination of the principal amount outstanding);

• if the principal of, premium, if any, make-whole amount, if any, or interest on the debt securities is to be payable, at our election of the election of a holder, in currency or currency units other than that in which the debt securities are denominated or stated, the period within which, and the terms and conditions upon which such election may be made and the time and manner of and identity of the exchange rate agent with responsibility for determining the exchange rate between the currency or currency units in which the debt securities are denominated or stated to be payable and the currency or currency units in which the debt securities will be payable;

• if the amount of the payments of principal of, premium, if any, make-whole amount, if any, and interest on the debt securities may be determined with reference to an index, the manner in which the amount shall be determined from that index;

• whether and under what circumstances we will pay additional amounts on the debt securities held by foreign holders in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the we will have the option to redeem the debt securities rather than pay such additional amounts;

• if receipt of certain certificates or other documents or satisfaction of other conditions will be necessary for any purpose, including, without limitation, as a condition to the issuance of the debt securities in definitive form (whether upon original issue or upon exchange of a temporary debt security), the form and terms of such certificates, documents or conditions;

• any other affirmative or negative covenants with respect to the debt securities;

• whether the debt securities shall be issued in whole or in part in the form of one or more global securities and the depositary for the global securities or debt securities, the circumstances under which any global security may be exchanged for debt securities registered in the name of any person other than the depositary or its nominee and any other provisions regarding the global securities;

• whether the debt securities are defeasible; and

• any other terms of a particular series.

Unless otherwise indicated in the prospectus supplement relating to the debt securities, the principal amount of and any premium or make-whole amount or interest on the debt securities will be payable, and the debt securities will be exchangeable and transfers thereof will be registrable, at the office of the trustee. However, at our option, payment of interest may be made by check mailed to the address of the person entitled thereto as it appears in the debt security register. Any payment of principal and any premium or make-whole amount or interest required to be made on an interest payment date, redemption date or at maturity that is not a business day need not be made on such date, but may be made on the next succeeding business day with the same force and effect as if made on the applicable date, and no interest shall accrue for the period from and after such date.

Unless otherwise indicated in the prospectus supplement relating to debt securities, the debt securities will be issued only in fully registered form, without coupons, in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any transfer or exchange of the debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.

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Debt securities may bear interest at fixed or floating rates. We may issue our debt securities at an original issue discount, bearing no interest or bearing interest at a rate that, at the time of issuance, is below market rate, to be sold at a substantial discount below their stated principal amount. Generally speaking, if our debt securities are issued at an original issue discount and there is an event of default or acceleration of their maturity, holders will receive an amount less than their principal amount. Tax and other special considerations applicable to any series of debt securities, including original issue discount debt, will be described in the prospectus supplement in which we offer those debt securities. In addition, certain United States federal income tax or other considerations, if any, applicable to any debt securities which are denominated in a currency or currency unit other than United States dollars may be described in the applicable prospectus supplement.

Global Securities

The debt securities of a series may be issued in the form of one or more global securities that will be deposited with a depositary or its nominees identified in the prospectus supplement relating to the debt securities. In such a case, one or more global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding debt securities of the series to be represented by such global security or securities.

Unless and until it is exchanged in whole or in part for debt securities in definitive registered form, a global security may not be registered for transfer or exchange except as a whole by the depositary for such global security to a nominee of the depositary and except in the circumstances described in the prospectus supplement relating to the debt securities. The specific terms of the depositary arrangement with respect to a series of debt securities will be described in the prospectus supplement relating to such series.

Modification of the Indenture

We and the trustee may modify the indenture with respect to the debt securities of any series, with or without the consent of the holders of debt securities, under certain circumstances to be described in a prospectus supplement.

Defeasance; Satisfaction and Discharge

The prospectus supplement will outline the conditions under which we may elect to have certain of our obligations under the indenture discharged and under which the indenture obligations will be deemed to be satisfied.

Defaults and Notice

The debt securities of any series will contain events of default to be specified in the applicable prospectus supplement, including, without limitation:

• failure to pay the principal of, or premium or make-whole amount, if any, on any debt security of such series when due and payable (whether at maturity, by call for redemption, through any mandatory sinking fund, by redemption at the option of the holder, by declaration or acceleration or otherwise);

• failure to make a payment of any interest on any debt security of such series when due;

• our failure to perform or observe any other covenants or agreements in the indenture with respect to the debt securities of such series;

• certain events relating to our bankruptcy, insolvency or reorganization; and

• certain cross defaults.

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If an event of default with respect to debt securities of any series shall occur and be continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding debt securities of such series may declare the principal amount (or, if the debt securities of such series are issued at an original issue discount, such portion of the principal amount as may be specified in the terms of the debt securities of such series) of all debt securities of such series or such other amount or amounts as the debt securities or supplemental indenture with respect to such series may provide, to be due and payable immediately.

The trustee under the indenture shall, within 90 days after the occurrence of a default, give to holders of debt securities of any series notice of all uncured defaults with respect to such series known to it. However, in the case of a default that results from the failure to make any payment of the principal of, premium or make-whole amount, if any, or interest on the debt securities of any series, or in the payment of any mandatory sinking fund installment with respect to debt securities of such series, the trustee may withhold such notice if it in good faith determines that the withholding of such notice is in the interest of the holders of debt securities of such series.

The indenture will contain a provision entitling the trustee to be indemnified by holders of debt securities before proceeding to exercise any trust or power under the indenture at the request of such holders. The indenture will provide that the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceedings for any remedy available to the trustee, or of exercising any trust or power conferred upon the trustee with respect to the debt securities of such series. However, the trustee may decline to follow any such direction if, among other reasons, the trustee determines in good faith that the actions or proceedings as directed may not lawfully be taken, would involve the trustee in personal liability or would be unduly prejudicial to the holders of the debt securities of such series not joining in such direction.

The right of a holder to institute a proceeding with respect to the indenture is subject to certain conditions including, that the holders of at least a majority in aggregate principal amount of the debt securities of such series then outstanding make a written request upon the trustee to exercise its power under the indenture, indemnify the trustee and afford the trustee reasonable opportunity to act. Even so, the holder has an absolute right to receipt of the principal of, premium or make-whole amount, if any, and interest when due, to require conversion or exchange of debt securities if the indenture provides for convertibility or exchangeability at the option of the holder and to institute suit for the enforcement of such rights.

Conversion or Exchange Rights

If debt securities of any series are convertible or exchangeable, the applicable prospectus supplement will specify:

• the type of securities into which they may be converted or exchanged;

• the conversion price or exchange ratio, or its method of calculation;

• whether conversion or exchange is mandatory or at the holder’s election;

• how and when the conversion price or exchange ratio may be adjusted; and

• any other important terms concerning the conversion or exchange rights.

Concerning the Trustee

The prospectus supplement with respect to particular debt securities will describe any relationship that we may have with the trustee for such debt securities.

Governing Law

The indenture and the debt securities will be governed by the laws of the State of New York.

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 150,000,000 shares of stock, including:

• 135,000,000 common shares, $0.10 par value per share, of which 40,127,844 shares were issued and outstanding as of January 30, 2004; and

• 15,000,000 shares of preferred stock, $1.00 par value per share, of which no shares are currently issued or outstanding.

Common Shares

This section describes the general terms of our common shares that we may issue separately, upon conversion or exchange of a debt security, upon conversion or exchange of serial preferred stock or upon exercise of an equity warrant. For more detailed information, you should refer to our articles of incorporation and code of regulations, copies of which have been filed with the SEC. These documents are also incorporated by reference into this prospectus.

Subject to rights of any holders of preferred stock, each outstanding common share will be entitled to such dividends as may be declared from time to time by our board of directors. Each outstanding common share will be entitled to one vote on all matters submitted to a vote of shareholders. Pursuant to our articles of incorporation, holders of our common shares will not have the right to cumulative voting; therefore, the holders of a majority of the shares voting for the election of the board of directors will be able to elect all the directors standing for election, if they so choose. In the event of liquidation, dissolution or winding up of OMNOVA Solutions, holders of our common shares will be entitled to receive, on a pro rata basis, any assets remaining after provision for payment of creditors and any holders of our preferred stock.

Except as may be provided in any preferred stock designation, no holder of any class of our capital stock will have any preemptive right to subscribe to any securities of OMNOVA Solutions of any kind.

Serial Preferred Stock

This section describes the general terms and provisions of our serial preferred stock that we may issue separately, upon conversion or exchange of a debt security or upon exercise of an equity warrant. The applicable prospectus supplement will describe the specific terms of the shares of serial preferred stock offered through that prospectus supplement, as well as any general terms described in this section that will not apply to those shares of serial preferred stock. We will file a copy of the amendment to our articles of incorporation that contains the terms of each new series of serial preferred stock with the SEC each time we issue a new series of serial preferred stock. This amendment will establish the number of shares included in a designated series and fix the designation, powers, privileges, preferences and rights of the shares of each series as well as any applicable qualifications, limitations or restrictions. You should refer to the applicable amended articles of incorporation before deciding to buy shares of our serial preferred stock as described in the applicable prospectus supplement.

Our articles of incorporation establish three series of OMNOVA Solutions preferred stock and authorize the board of directors to determine, with respect to any series, the terms and rights of such series (other than voting), including dividend and liquidation rights.

Certain Anti-Takeover Provisions Relating to OMNOVA Solutions

Our articles of incorporation contain provisions that may make the acquisition of control of OMNOVA Solutions by means of a tender offer, open market purchase, proxy fight, or otherwise more difficult. Our code of regulations also contains provisions that could have an anti-takeover effect.

These provisions of our articles of incorporation and code of regulations are designed to encourage persons seeking to acquire control of OMNOVA Solutions to negotiate the terms with our board of directors. We believe that, as a general rule, the interests of our shareholders would be served best if any change in control results from negotiations with the board of directors based upon careful consideration of the proposed terms, such as the price to be paid to shareholders, the form of consideration to be paid and the anticipated tax effects of the transaction.

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The provisions could, however, have the effect of discouraging a prospective acquiror from making a tender offer or otherwise attempting to obtain control of OMNOVA Solutions. To the extent that these provisions discourage takeover attempts, they could deprive shareholders of opportunities to realize takeover premiums for their shares. Moreover, these provisions could discourage accumulations of large blocks of our common shares, thus depriving shareholders of any advantages which large accumulations of stock might provide. Set forth below is a summary of the relevant provisions of our articles of incorporation and code of regulations and certain applicable sections of the Ohio General Corporation Law. Such summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of our articles of incorporation and code of regulations, which are exhibits to this prospectus filed with the Securities and Exchange Commission.

Control Share Acquisitions

Section 1701.831 of the Ohio Revised Code provides that certain notice and informational filings and special shareholder meeting and voting procedures must be followed prior to consummation of a proposed “control share acquisition.” The Ohio Revised Code defines a “control share acquisition” as any acquisition of an issuer’s shares which would entitle the acquirer, immediately after that acquisition, directly or indirectly, to exercise or direct the exercise of voting power of the issuer in the election of directors within any one of the following ranges of that voting power:

• one-fifth or more but less than one-third of that voting power;

• one-third or more but less than a majority of that voting power; or

• a majority or more of that voting power.

Assuming compliance with the notice and information filings prescribed by the statute, the proposed control share acquisition may be made only if, at a special meeting of shareholders, the acquisition is approved by at least a majority of the voting power of the issuer represented at the meeting and at least a majority of the voting power remaining after excluding the combined voting power of the “interested shares.” “Interested shares” are the shares held by the intended acquirer and the employee-directors and officers of the issuer, as well as certain shares that were acquired after the date of the first public disclosure of the acquisition but before the record date for the meeting of shareholders and shares that were transferred, together with the voting power thereof, after the record date for the meeting of shareholders.

Business Combinations with Certain Persons

We are subject to Chapter 1704 of the Ohio General Corporation Law, which prohibits certain business combinations and transactions between an “issuing public corporation” and an “Ohio law interested shareholder” for at least three years after the Ohio law interested shareholder attains 10% ownership, unless the board of directors of the issuing public corporation approves the transaction before the Ohio law interested shareholder attains 10% ownership. An “issuing public corporation” is an Ohio corporation with 50 or more shareholders that has its principal place of business, principal executive offices, or substantial assets within the State of Ohio, and as to which no close corporation agreement exists. An “Ohio law interested shareholder” is a beneficial owner of 10% or more of the shares of a corporation. Examples of transactions regulated by Chapter 1704 include the disposition of assets, mergers and consolidations, voluntary dissolutions and the transfer of shares.

Subsequent to the three-year period, a transaction subject to Chapter 1704 may take place provided that certain conditions are satisfied, including:

• prior to the interested shareholder’s share acquisition date, the board of directors approved the purchase of shares by the interested shareholder;

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• the transaction is approved by the holders of shares with at least 66 ²/3% of the voting power of the corporation (or a different proportion set forth in the articles of incorporation), including at least a majority of the outstanding shares after excluding shares controlled by the Ohio law interested shareholder; or

• the business combination results in shareholders, other than the Ohio law interested shareholder, receiving a fair price plus interest for their shares.

Chapter 1704 is applicable to all corporations formed under Ohio law.

Transfer Agent and Registrar

The Bank of New York serves as the transfer agent and registrar for our common shares. We will select the transfer agent and registrar for a series of preferred stock, and each one will be described in the applicable prospectus supplement.

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DESCRIPTION OF DEPOSITARY SHARES

General

We may issue fractional shares of serial preferred stock, rather than full shares of serial preferred stock. If we do so, we may issue receipts for depositary shares that each represent a fraction of a share of a particular series of serial preferred stock. The prospectus supplement will indicate that fraction. The shares of serial preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us (the “Bank Depositary”). Each owner of a depositary share will be entitled to all the rights and preferences of the serial preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of serial preferred stock in accordance with the terms of the offering.

We have summarized some common provisions of a depositary agreement and the related depositary receipts. The forms of the depositary agreement and the depositary receipts relating to any particular issue of depositary shares will be filed with the SEC each time we issue depositary shares, and you should read those documents for provisions that may be important to you.

Dividends and Other Distributions

If we pay a cash distribution or dividend on a series of serial preferred stock represented by depositary shares, the Bank Depositary will distribute these dividends to the record holders of these depositary shares. If the distributions are in property other than cash, the Bank Depositary will distribute the property to the record holders of the depositary shares. However, if the Bank Depositary determines that it is not feasible to make the distribution of property, the Bank Depositary may, with our approval, sell this property and distribute the net proceeds from this sale to the record holders of the depositary shares.

Redemption of Depositary Shares

If we redeem a series of serial preferred stock represented by depositary shares, the Bank Depositary will redeem the depositary shares from the proceeds received by the Bank Depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the serial preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the Bank Depositary may determine.

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Voting the Serial Preferred Stock

Upon receipt of notice of any meeting at which the holders of the serial preferred stock represented by depositary shares are entitled to vote, the Bank Depositary will mail the notice to the record holders of the depositary shares relating to this serial preferred stock. Each record holder of these depositary shares on the record date (which will be the same date as the record date for the serial preferred stock) may instruct the Bank Depositary as to how to vote the serial preferred stock represented by this holder’s depositary shares. The Bank Depositary will endeavor, insofar as practicable, to vote the amount of the serial preferred stock represented by such depositary shares in accordance with these instructions, and we will take all action which the Bank Depositary deems necessary in order to enable the Bank Depositary to do so. The Bank Depositary will abstain from voting shares of the serial preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing this serial preferred stock.

Amendment and Termination of the Depositary Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement between the Bank Depositary and us. However, any amendment that materially and adversely alters the rights of the holders of depositary shares will not be effective unless this amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The depositary agreement may be terminated by the Bank Depositary or us only if:

• all outstanding depositary shares have been redeemed; or

• there has been a final distribution in respect of the serial preferred stock in connection with any liquidation, dissolution or winding up of OMNOVA Solutions and this distribution has been distributed to the holders of depositary receipts.

Charges of Bank Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the Bank Depositary in connection with the initial deposit of the serial preferred stock and any redemption of the serial preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of serial preferred stock upon surrender of depositary receipts, as are expressly provided in the depositary agreement to be for their accounts.

Withdrawal of Serial Preferred Stock

Except as may be provided otherwise in the applicable prospectus supplement, upon surrender of depositary receipts at the principal office of the Bank Depositary, subject to the terms of the depositary agreement, the owner of the depositary shares may demand delivery of the number of whole shares of serial preferred stock and all money and other property, if any, represented by those depositary shares. Fractional shares of serial preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of serial preferred stock to be withdrawn, the Bank Depositary will deliver to this holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of serial preferred stock thus withdrawn may not thereafter deposit those shares under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.

Miscellaneous

The Bank Depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the Bank Depositary and that we are required to furnish to the holders of serial preferred stock.

Neither the Bank Depositary nor we will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositary agreement. The obligations of the Bank Depositary and us under the depositary agreement will be limited to performance in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or serial preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of counsel or accountants, or upon information provided by persons presenting serial preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

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Resignation and Removal of Bank Depositary

The Bank Depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the Bank Depositary. Any such resignation or removal will take effect upon the appointment of a successor Bank Depositary and the successor’s acceptance of this appointment. The successor Bank Depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company meeting the requirements of the depositary agreement.

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DESCRIPTION OF WARRANTS

General Description of Warrants

We may issue warrants for the purchase of debt securities, serial preferred stock or common shares. Warrants may be issued independently or together with other securities and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with the offering of warrants.

Debt Warrants

The prospectus supplement relating to a particular issue of warrants to issue debt securities will describe the terms of those warrants, including the following:

• the title of the warrants;

• the offering price for the warrants, if any;

• the aggregate number of the warrants;

• the designation and terms of the debt securities purchasable upon exercise of the warrants;

• if applicable, the designation and terms of the debt securities that the warrants are issued with and the number of warrants issued with each debt security;

• if applicable, the date from and after which the warrants and any debt securities issued with them will be separately transferable;

• the principal amount of debt securities that may be purchased upon exercise of a warrant and the price at which the debt securities may be purchased upon exercise;

• the dates on which the right to exercise the warrants will commence and expire;

• if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

• whether the warrants represented by the warrant certificates or debt securities that may be issued upon exercise of the warrants will be issued in registered or bearer form;

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• information relating to book-entry procedures, if any;

• the currency or currency units in which the offering price, if any, and the exercise price are payable;

• if applicable, a discussion of material United States federal income tax considerations;

• anti-dilution provisions of the warrants, if any;

• redemption or call provisions, if any, applicable to the warrants;

• any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and

• any other information we think is important about the warrants.

Stock Warrants

The prospectus supplement relating to a particular issue of warrants to issue common shares or serial preferred stock will describe the terms of the common share warrants and serial preferred stock warrants, including the following:

• the title of the warrants;

• the offering price for the warrants, if any;

• the aggregate number of the warrants;

• the designation and terms of the common shares or serial preferred stock that may be purchased upon exercise of the warrants;

• if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security;

• if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;

• the number of common shares or serial preferred stock that may be purchased upon exercise of a warrant and the price at which the shares may be purchased upon exercise;

• the dates on which the right to exercise the warrants commence and expire;

• if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

• the currency or currency units in which the offering price, if any, and the exercise price are payable;

• if applicable, a discussion of material United States federal income tax considerations;

• anti-dilution provisions of the warrants, if any;

• redemption or call provisions, if any, applicable to the warrants;

• any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and

• any other information we think is important about the warrants.

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Exercise of Warrants

Each warrant will entitle the holder of the warrant to purchase at the exercise price set forth in the applicable prospectus supplement the principal amount of debt securities or common shares or shares of serial preferred stock being offered. Holders may exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants are void. Holders may exercise warrants as set forth in the prospectus supplement relating to the warrants being offered.

Until a holder exercises the warrants to purchase our debt securities, serial preferred stock or common shares, the holder will not have any rights as a holder of our debt securities, serial preferred stock or common shares, as the case may be, by virtue of ownership of warrants.

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PLAN OF DISTRIBUTION

We may sell the offered securities in and outside the United States:

• through underwriters or dealers;

• directly to purchasers, including our affiliates and shareholders, in a rights offering;

• through agents; or

• through a combination of any of these methods.

The prospectus supplement will include the following information:

• the terms of the offering;

• the names of any underwriters or agents;

• the name or names of any managing underwriter or underwriters;

• the purchase price or initial public offering price of the securities;

• the net proceeds from the sale of the securities;

• any delayed delivery arrangements;

• any underwriting discounts, commissions and other items constituting underwriters’ compensation;

• any discounts or concessions allowed or reallowed or paid to dealers; and

• any commissions paid to agents.

Sale through Underwriters or Dealers

If underwriters are used in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

If we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting agreement, we may retain a dealer-manager to manage a subscription rights offering for us.

During and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters may discontinue these activities at any time.

24

Some or all of the securities that we offer though this prospectus may be new issues of securities with no established trading market. Any underwriters to whom we sell our securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and they may discontinue any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities that we offer.

If dealers are used in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales through Agents

We may sell the securities directly. In this case, no underwriters or agents would be involved. We may also sell the securities through agents designated from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. We will describe the terms of any sales of these securities in the prospectus supplement.

Remarketing Arrangements

Offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement.

Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us or the trusts at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

General Information

We may have agreements with the agents, dealers, underwriters and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers, underwriters or remarketing firms may be required to make. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

25

LEGAL MATTERS

Except as set forth in the applicable prospectus supplement, various legal matters incident to the validity of the securities offered by the applicable prospectus supplement are subject to the opinions of James C. LeMay, Senior Vice President, Business Development; General Counsel of OMNOVA Solutions, and Jones Day, Cleveland, Ohio. As of January 30, 2004, Mr. LeMay owned 30,623 common shares, including approximately 29,332 common shares credited to his account under the OMNOVA Solutions Retirement Savings Plan, and had been granted options to purchase 168,674 common shares. In addition, counsel that will be named in the applicable prospectus supplement will pass upon the validity of any securities offered under the applicable prospectus supplement for any underwriters or agents. Counsel to the underwriters or agents may, in some instances, rely as to specific matters of Ohio law upon the opinion of Jones Day.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2003, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

26

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following are the estimated expenses of the issuance and distribution of the securities being registered, all of which are payable by OMNOVA Solutions.

Securities and Exchange Commission registration fee	$	19,005.00
Trustee’s fees and expenses		15,000.00
Transfer agent and registrar fees		15,000.00
Printing expenses		30,000.00
Accountant’s fees and expenses		50,000.00
Legal fees and expenses		30,000.00
Miscellaneous		10,000.00
Total	$	169,005.00

All of the above items, except for the registration fee, are estimates.

Item 15. Indemnification of Directors and Officers.

Under Ohio law, Ohio corporations are authorized to indemnify directors, officers, employees and agents within prescribed limits and must indemnify them under certain circumstances. Ohio law does not provide statutory authorization for a corporation to indemnify directors, officers, employees and agents for settlements, fines or judgments in the context of derivative suits. However, it provides that directors (but not officers, employees or agents) are entitled to mandatory advancement of expenses, including attorneys’ fees, incurred in defending any action, including derivative actions, brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that the director’s act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation’s best interests.

Ohio law does not authorize payment of judgments to a director, officer, employee or agent after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is permitted, however, to the extent such person succeeds on the merits. In all other cases, if a director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, indemnification is discretionary except as otherwise provided by a corporation’s articles, code of regulations or by contract except with respect to the advancement of expenses of directors.

Under Ohio law, a director is not liable for monetary damages unless it is proved by clear and convincing evidence that his action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the liability of officers, employees or agents of a corporation. The statutory right to indemnification is not exclusive in Ohio, and Ohio corporations may, among other things, procure insurance for such persons.

Our code of regulations provides that we shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a member of our board of directors or our officer, employee or agent, or is or was serving at our request as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests, and with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful.

II-1

In addition, our code of regulations provides that we shall pay, to the full extent required by law, expenses, including attorney’s fees, incurred by a member of our board of directors in defending such action, suit or proceeding as they are incurred, in advance of the final disposition thereof, and may pay, in the same manner and to the full extent permitted by law, such expenses incurred by any other person. Our indemnification and payment, is not exclusive of, and shall be in addition to, any other rights the indemnified parties have under law, the Articles of Incorporation, any agreements, vote of shareholders or disinterested members of the board of directors or otherwise.

Under the terms of our directors’ and officers’ liability and company reimbursement insurance policy, our directors and officers are insured against certain liabilities, including liabilities arising under the Securities Act of 1933.

Item 16. Exhibits.

The following documents are exhibits to the Registration Statement:

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
3.1	Articles of Incorporation of OMNOVA Solutions Inc., incorporated by reference to OMNOVA Solutions’ Registration Statement on Form 10 filed July 9, 1999 (File No. 1-15147).
3.2	Regulations of OMNOVA Solutions Inc., incorporated by reference to OMNOVA Solutions’ Registration Statement on Form 10 filed July 9, 1999 (File No. 1-15147).
4.1	Indenture, dated May 28, 2003, by and between OMNOVA Solutions, as issuer, and The Bank of New York, as trustee, including the form of OMNOVA Solutions’ 11 1/4% Senior Secured Notes due June 1, 2010, incorporated by reference to OMNOVA Solutions’ Registration Statement on Form S-4 filed June 27, 2003 (File No. 333-106619).
4.2	Form of Debt Securities Indenture.
4.3*	Form of Debt Securities.
4.4*	Form of Warrant Agreement.
4.5*	Form of Warrant Certificate.
4.6*	Form of Depositary Agreement.
4.7*	Form of Depositary Receipt.
5.1	Opinion of Jones Day.
12.1	Calculation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Ernst & Young LLP, independent auditors.
23.2	Consent of Jones Day (included in Exhibit 5.1 to this Registration Statement).
24.1	Powers of Attorney.
25.1	Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Trustee under Debt Securities Indenture.

II-2

* To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, and incorporated herein by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,

II-3

the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairlawn, State of Ohio, on February 5, 2004.

OMNOVA SOLUTIONS INC.
By	/s/ Michael E. Hicks
	Michael E. Hicks
	Senior Vice President and
	Chief Financial Officer; Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-3 has been signed below by the following persons in the capacities indicated as of February 5, 2004:

Signatures	Title
/s/ Kevin M. McMullen Kevin M. McMullen	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
/s/ Michael E. Hicks Michael E. Hicks	Senior Vice President and Chief Financial Officer; Treasurer (Principal Financial Officer and Principal Accounting Officer)
* Edward P. Campbell	Director
* David A. Daberko	Director
* David J. D’Antoni	Director
* Diane E. McGarry	Director
* Steven W. Percy	Director
* Dr. R. Byron Pipes	Director
* William R. Seelbach	Director

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-3 pursuant to the Powers of Attorney executed by the above-named directors and officers of the registrant, which are being filed herewith on behalf of such directors and officers.

By:	/s/ Michael E. Hicks	February 5, 2004
	Michael E. Hicks
	Attorney-in-Fact

II-5

INDEX TO EXHIBITS

Exhibit Number	Description
1.1*	Form of Underwriting Agreement.
3.1	Articles of Incorporation of OMNOVA Solutions Inc., incorporated by reference to OMNOVA Solutions’ Registration Statement on Form 10 filed July 9, 1999 (File No. 1-15147).
3.2	Regulations of OMNOVA Solutions Inc., incorporated by reference to OMNOVA Solutions’ Registration Statement on Form 10 filed July 9, 1999 (File No. 1-15147).
4.1	Indenture, dated May 28, 2003, by and between OMNOVA Solutions, as issuer, and The Bank of New York, as trustee, including the form of OMNOVA Solutions’ 11 1/4% Senior Secured Notes due June 1, 2010, incorporated by reference to OMNOVA Solutions’ Registration Statement on Form S-4 filed June 27, 2003 (File No. 333-106619).
4.2	Form of Debt Securities Indenture.
4.3*	Form of Debt Securities.
4.4*	Form of Warrant Agreement.
4.5*	Form of Warrant Certificate.
4.6*	Form of Depositary Agreement.
4.7*	Form of Depositary Receipt.
5.1	Opinion of Jones Day.
12.1	Calculation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Ernst & Young LLP, independent auditors.
23.2	Consent of Jones Day (included in Exhibit 5.1 to this Registration Statement).
24.1	Powers of Attorney.
25.1	Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Trustee under Debt Securities Indenture.

* To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, and incorporated herein by reference.

EX-4.2

                                                                     EXHIBIT 4.2

- --------------------------------------------------------------------------------

                             OMNOVA SOLUTIONS INC.,

                                    as Issuer

                                   ----------

                                    INDENTURE

                          Dated as of [       ], 200__

                                   ----------

                              THE BANK OF NEW YORK,

                                   as Trustee

- --------------------------------------------------------------------------------



                              CROSS-REFERENCE TABLE

TIA                                                           Indenture
Section                                                        Section
- -------                                                       ---------

310(a)(1)..............................................       11.5
   (a)(2)..............................................       11.5
   (a)(3)..............................................       N.A.
   (a)(4)..............................................       N.A.
   (b).................................................       11.4, 11.5
311(a).................................................       11.9(a),(b)
   (b).................................................       11.9(a),(b)
   (c).................................................       11.11
312(a).................................................       4.6(d), 11.11
   (b).................................................       11.11
   (c).................................................       11.11
313(a).................................................       11.10(a)
   (b)(1)..............................................       N.A.
   (b)(2)..............................................       11.10(b)
   (c).................................................       11.10(c)
   (d).................................................       11.10(d)
314(a)(1)..............................................       4.6(a)
   (a)(2)..............................................       4.6(b)
   (a)(3)..............................................       4.6(c)
   (a)(4)..............................................       4.7
   (b).................................................       N.A.
   (c).................................................       3.8
   (d).................................................       N.A.
   (e).................................................       3.8
315(a).................................................       11.1(a), (b)
   (b).................................................       11.3
   (c).................................................       11.1(a)
   (d).................................................       11.1(a), 11.1(b)
   (e).................................................       7.7
316(a)(1)(A)...........................................       7.6
   (a)(1)(B)...........................................       7.1, 7.5
   (a)(2)..............................................       N.A.
   (b).................................................       7.7
317(a).................................................       7.2
   (b).................................................       4.8
318(a).................................................       3.4
   (b).................................................       3.4

- ----------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                    ARTICLE I
                  DEFINITIONS; TRUST INDENTURE ACT CONTROLLING

SECTION 1.1    Definitions..................................................  1

SECTION 1.2    Trust Indenture Act definitions controlling..................  5

                                   ARTICLE II
                 FORM, ISSUE AND REGISTRATION OF DEBT SECURITIES

SECTION 2.1    Forms generally and dating...................................  5

SECTION 2.2    Amount unlimited; Issuable in series.........................  6

SECTION 2.3    Denominations................................................  9

SECTION 2.4    Execution of Debt Securities; Authentication................. 10

SECTION 2.5    Issue of Debt Securities..................................... 12

SECTION 2.6    Transfer of Debt Securities.................................. 12

SECTION 2.7    Persons deemed owners of Debt Securities..................... 12

SECTION 2.8    Provisions for Debt Securities in temporary form............. 13

SECTION 2.9    Mutilated, destroyed, lost or stolen Debt Securities......... 13

SECTION 2.10   Exchanges of Debt Securities................................. 14

SECTION 2.11   Cancellation of surrendered Debt Securities.................. 14

SECTION 2.12   Payment of interest; Defaulted interest...................... 15

SECTION 2.13   Global Securities; Depositary................................ 15

SECTION 2.14   CUSIP Numbers................................................ 17

                                   ARTICLE III
                            MISCELLANEOUS PROVISIONS

SECTION 3.1    Rights under Indenture limited to the parties and Holders of
               Debt Securities.............................................. 17

SECTION 3.2    Certificate of independent accountants conclusive............ 17

SECTION 3.3    Treatment of Debt Securities owned or held by the Company in
               determining required percentages............................. 17

SECTION 3.4    Remaining provisions not affected by invalidity of any other
               provisions -- required provisions of Trust Indenture Act to
               control...................................................... 18

SECTION 3.5    Company released from Indenture requirements if entitled to
               have Indenture cancelled..................................... 18

SECTION 3.6    Date of execution............................................ 18

                                       -i-



                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE
                                                                            ----

SECTION 3.7    Execution of documents furnished under the Indenture......... 18

SECTION 3.8    Officers' Certificate and Opinions of Counsel to be furnished
               to Trustee................................................... 18

SECTION 3.9    Presentation of notices and demands.......................... 19

SECTION 3.10   Successors and assigns bound by Indenture.................... 20

SECTION 3.11   Descriptive headings for convenience only.................... 20

SECTION 3.12   Governing Law; Submission to Jurisdiction; Waiver of Jury
               Trial........................................................ 20

SECTION 3.13   Indenture may be executed in counterparts.................... 20

                                   ARTICLE IV
                            COVENANTS OF THE COMPANY

SECTION 4.1    Payment of Principal and interest............................ 21

SECTION 4.2    Maintenance of office or agency.............................. 21

SECTION 4.3    Corporate existence.......................................... 21

SECTION 4.4    Restrictions on mergers, sales and consolidations............ 22

SECTION 4.5    Further assurances........................................... 22

SECTION 4.6    File certain reports and information with the Trustee and the
               Securities and Exchange Commission -- transmit to Holders of
               Debt Securities summaries of certain documents filed with the
               Trustee -- furnish list of Holders of Debt Securities to the
               Trustee...................................................... 22

SECTION 4.7    File statement by officers annually with the Trustee......... 23

SECTION 4.8    Duties of Paying Agent....................................... 23

SECTION 4.9    Calculation of Original Issue Discount....................... 24

                                    ARTICLE V
                   REDEMPTION OF DEBT SECURITIES; SINKING FUND

SECTION 5.1    Applicability of Article..................................... 24

SECTION 5.2    Notice of redemption to be given to Trustee -- deposit of
               cash (or other form of payment) with Trustee -- selection
               by Trustee of Debt Securities to be redeemed................. 24

SECTION 5.3    Debt Securities called for redemption to become due -- rights
               of Holders of redeemed Debt Securities -- return of funds
               on conversion................................................ 26

SECTION 5.4    Credits against sinking fund................................. 26

SECTION 5.5    Redemption through sinking fund.............................. 27

                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE
                                                                            ----

SECTION 5.6    Debt Securities no longer Outstanding after notice to Trustee
               and deposit of cash.......................................... 28

SECTION 5.7    Conversion arrangement on call for redemption................ 28

                                   ARTICLE VI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 6.1    Satisfaction and discharge of Indenture with respect to Debt
               Securities of any series..................................... 29

SECTION 6.2    Deposits for payment or redemption of Debt Securities to be
               held in trust................................................ 30

SECTION 6.3    Repayment of moneys.......................................... 30

                                   ARTICLE VII
                              REMEDIES UPON DEFAULT

SECTION 7.1    Events of Default defined -- acceleration of maturity upon
               default -- waiver of default after acceleration.............. 31

SECTION 7.2    Covenant of Company to pay to Trustee whole amount due on
               default in payment of Principal or interest -- Trustee may
               recover judgment for whole amount due -- application of
               moneys received by the Trustee............................... 33

SECTION 7.3    Trustee may enforce rights of action without possession of
               Debt Securities.............................................. 36

SECTION 7.4    Delays or omissions not to impair any rights or powers
               accruing upon default........................................ 36

SECTION 7.5    Holders of at least a majority in aggregate Principal Amount
               of Debt Securities of any series may direct exercise
               of remedies.................................................. 36

SECTION 7.6    Limitation on suits by Holders of Debt Securities............ 37

SECTION 7.7    No Debt Securities owned or held by, for the account of or
               for the benefit of the Company to be deemed Outstanding
               for purpose of payment or distribution....................... 38

SECTION 7.8    Company and Trustee restored to former position on
               discontinuance or abandonment of proceedings................. 38

SECTION 7.9    Statement by Officers as to Default.......................... 38

                                  ARTICLE VIII
                EVIDENCE OF ACTION BY HOLDERS OF DEBT SECURITIES

SECTION 8.1    Evidence of action by Holders of Debt Securities............. 38

                                      -iii-



                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE
                                                                            ----

                                   ARTICLE IX
                IMMUNITY OF SHAREHOLDERS, OFFICERS AND DIRECTORS

SECTION 9.1    Immunity of stockholders, officers, directors and employees.. 39

                                    ARTICLE X
                      MERGER, CONSOLIDATION, SALE OR LEASE

SECTION 10.1   Documents required to be filed with the Trustee upon
               consolidation, merger, sale, transfer or lease -- execution
               of supplemental indentures -- acts of successor
               corporation.................................................. 40

SECTION 10.2   Trustee may rely upon Opinion of Counsel..................... 41

                                   ARTICLE XI
                             CONCERNING THE TRUSTEE

SECTION 11.1   Certain Duties and Responsibilities.......................... 41

SECTION 11.2   Reimbursement and Indemnities................................ 44

SECTION 11.3   Trustee to give Holders of Debt Securities notice of
               default...................................................... 45

SECTION 11.4   Trustee acquiring conflicting interest must eliminate it
               or resign.................................................... 45

SECTION 11.5   Eligibility of Trustee....................................... 45

SECTION 11.6   Resignation or removal of Trustee............................ 45

SECTION 11.7   Acceptance by successor Trustee.............................. 47

SECTION 11.8   Successor to Trustee by merger or consolidation, etc......... 48

SECTION 11.9   Preferential Collection of Claims............................ 48

SECTION 11.10  Reports by Trustee........................................... 48

SECTION 11.11  Preservation of information by Trustee -- Trustee to give
               certain information to Holders of Debt Securities upon
               application.................................................. 48

SECTION 11.12  Trustee may hold Debt Securities and otherwise deal with
               Company...................................................... 48

SECTION 11.13  Trustee may comply with any rule, regulation or order of the
               Securities and Exchange Commission........................... 49

SECTION 11.14  Appointment of Authenticating Agent.......................... 49

                                   ARTICLE XII
                             SUPPLEMENTAL INDENTURES

SECTION 12.1   Company and Trustee may enter into supplemental indenture
               for special purposes......................................... 50

                                      -iv-



                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE
                                                                            ----

SECTION 12.2   Modification of Indenture with consent of Holders of Debt
               Securities................................................... 52

SECTION 12.3   Effect of supplemental indentures............................ 53

SECTION 12.4   Supplemental indentures to conform to Trust Indenture Act.... 53

SECTION 12.5   Notation on or exchange of Debt Securities................... 53

                                       -v-



                INDENTURE dated as of the [ ] day of [        ], 200__, between
OMNOVA SOLUTIONS INC., an Ohio corporation (the "Company") and THE BANK OF NEW
YORK, a New York banking corporation, as Trustee hereunder (the "Trustee");

                WHEREAS, the Company for its lawful corporate purposes has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its debentures, notes or other evidences of
indebtedness (the "Debt Securities"), to be issued in one or more series as
herein provided.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                THAT, in consideration of the premises and of the mutual
covenants herein contained and of the purchase and acceptance of the Debt
Securities by the Holders thereof, and for other valuable consideration the
receipt whereof is hereby acknowledged, and intending to be legally bound
hereby, it is hereby agreed among the Company and the Trustee, for the benefit
of those who shall hold the Debt Securities, as follows:

                                    ARTICLE I

                  DEFINITIONS; TRUST INDENTURE ACT CONTROLLING

                SECTION 1.1 Definitions. Unless otherwise specified or the
context otherwise requires, the terms defined in this Article I shall for all
purposes of this Indenture and of any indenture supplemental hereto have the
meanings herein specified, the following definitions to be equally applicable to
both the singular and plural forms of any of the terms herein defined. All
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles in the United States
of America, and the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

                "Affiliate" means any Person directly or indirectly controlling,
controlled by or under direct or indirect common control with the Company or any
other obligor under this Indenture. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative of the foregoing.

                "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 11.14 to act on behalf of the Trustee to
authenticate Debt Securities of one or more series.

                "Authorized Newspaper" means a newspaper in the English language
or in an official language of the country of publication, customarily printed on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. If, because of temporary
suspension of publication or general circulation of any newspaper or for any
other reason, it is impossible or, in the opinion of the Company, impracticable
to make any publication of any notice required by this Indenture in the manner
herein provided, such



publication or other notice in lieu thereof which is made at the written
direction of the Company by the Trustee shall constitute a sufficient
publication of such notice. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the
same or in different newspapers in the same place meeting the foregoing
requirements and in each case on any Business Day, as directed in writing by the
Company.

                "Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

                "Board" or "Board of Directors" means the Board of Directors (or
similar governing body) of the Company or (i) the Executive Committee, if any,
thereof, (ii) any other committee of such Board duly authorized to act
hereunder, or (iii) any Officers of the Company duly authorized by such Board or
by any duly authorized committee of such Board to act hereunder.

                "Business Day" means, with respect to any series of Debt
Securities, a day that, in the city (or in any of the cities, if more than one)
in which amounts are payable, as specified in the terms of such Debt Securities,
is not a day upon which banking institutions are authorized or required by law
or regulation, or by executive order issued by a governmental authority or
agency regulating such banking institutions, to close.

                "Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated and whether or not
voting) of corporate stock, including each class of Common Shares and Preferred
Stock of the Company, and all options, warrants or other rights to purchase or
acquire any of the foregoing.

                "Certified Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification.

                "Code" means the Internal Revenue Code of 1986, as amended.

                "Common Shares" means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of the Company's common shares, whether outstanding on any issue
date of any Debt Securities or issued thereafter, and includes without
limitation, all series and classes of such common shares including the common
shares, par value $0.10 per share, of the Company.

                "Company" shall have the meaning set forth in the pre-amble
hereof and, subject to the provisions of Article X, shall include such entity's
successors and assigns.

                "Company Order" means a written order signed in the name of the
Company by not less than two Officers of the Company and delivered to the
Trustee.

                "Debt Security" shall mean one of the debentures, notes or other
evidences of indebtedness that are issued from time to time in one or more
series under this Indenture and, more particularly, any series of Debt
Securities authenticated and delivered under this Indenture.

                                        2



                "Holders", "Holders of Debt Securities" or other similar term
shall mean any person who shall at the time be the registered holder of any Debt
Security or Debt Securities as shown by the register or registers kept by the
Company or its agent for that purpose in accordance with the terms of this
Indenture.

                "Depositary" has the meaning specified in Section 2.13.

                "Event of Default" shall mean an event listed in Section 7.1,
continued for the period of time, if any, and after the required notices, if
any, therein designated.

                "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                "Global Security" has the meaning specified in Section 2.13.

                "Indenture" means this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented and,
unless the context otherwise indicates, shall include the form and terms of each
particular series of Debt Securities established as contemplated hereunder.

                "Officer" means (a) with respect to any Person that is a
corporation, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, the Controller, the
Secretary or any Vice-President of such Person and (b) with respect to any other
Person, the individuals selected by such Person to perform functions similar to
those of the officers listed in clause (a).

                "Officers' Certificate" means a certificate signed on behalf of
the Company by not less than two Officers of the Company, one of whom must be
the Chief Executive Officer, the Chief Financial Officer or the principal
accounting officer of the Company, and delivered to the Trustee. Each such
certificate shall include the statements provided for in Section 3.8, if and to
the extent required by the provisions thereof.

                "Opinion of Counsel" means an opinion in writing signed by legal
counsel (who may be an employee of or counsel to the Company or a subsidiary of
the Company) acceptable in form and substance to the Trustee and delivered to
the Trustee. Such opinion shall include the statements provided for in Section
3.8, if and to the extent required by the provisions thereof.

                "Original Issue Discount" with respect to any Debt Security,
including an Original Issue Discount Security, has the same meaning as set forth
in Section 1273 of the Code, or any successor provision, and the applicable
Treasury Regulations thereunder.

                "Original Issue Discount Security" means any series of a Debt
Security, including a series of a Debt Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 7.1.

                "Outstanding," when used with respect to the Debt Securities,
shall, subject to Section 3.3, mean, as of the date of determination, all Debt
Securities theretofore authenticated and delivered under this Indenture, except:
(a) Debt Securities for the payment or redemption of

                                        3



which cash (or other form of payment if permitted by the terms of such Debt
Securities) in the necessary amount shall have been deposited in trust with the
Trustee or any paying agent (other than the Company) provided that, if such Debt
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been duly given or provision satisfactory to the Trustee
shall have been made for giving such notice; (b) Debt Securities converted or
exchanged into Capital Stock in accordance with the provisions of such Debt
Securities or the resolution of the Board of Directors or the indenture
supplement pursuant to which such Debt Securities were issued, if the terms of
such Debt Securities provide for convertibility or exchangeability pursuant to
Section 2.2; (c) Debt Securities paid or in lieu of or in substitution for which
other Debt Securities shall have been authenticated and delivered pursuant to
the terms of Section 2.9, unless proof satisfactory to the Trustee is presented
that any such Debt Securities are held by persons in whose hands such Debt
Securities are valid, binding and legal obligations; and (d) Debt Securities
which have been cancelled by the Trustee or delivered to the Trustee or its
designee for cancellation.

                "Paying Agent" means any person authorized by the Company to pay
the Principal of, premium, if any, make-whole amount, if any and interest on any
Debt Securities.

                "Person" means an individual, partnership, corporation, company
(including limited liability company), unincorporated organization, trust or
joint venture, or a government or agency or political subdivision thereof or any
other entity.

                "Preferred Stock" means any Capital Stock that has preferential
rights to any other Capital Stock with respect to dividends or redemptions or
upon liquidation.

                "Principal" of a debt security, including any series of Debt
Securities, on any day and for any purpose means the amount (including, without
limitation, in the case of an Original Issue Discount Security, any accrued
Original Issue Discount, but excluding interest) that is payable with respect to
such debt security as of such date and for such purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Company upon any purchase or exchange at the option of the Company
or the Holder of such debt security and upon any acceleration of the maturity of
such debt security).

                "Principal Amount" of a debt security, including any series of
Debt Securities, means the principal amount as set forth on the face of such
debt security.

                "Responsible Officer," when used with respect to the Trustee,
means any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                "Securities Act" means the Securities Act of 1933, as amended.

                                        4



                "Significant Subsidiary" means any subsidiary of the Company
that satisfies the criteria for a "significant subsidiary" set forth in Rule
1-02(w) of Regulation S-X under the Exchange Act.

                "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

                "Trustee" shall mean the trustee or trustees hereunder for the
time being, whether original or successor. "Trustee" as used with respect to the
Debt Securities of any series shall mean the Trustee with respect to Debt
Securities of such series. The term "principal office" of the Trustee shall mean
the principal office of the Trustee at which, at any particular time, the
corporate trust business of the Trustee shall be administered, which office as
of the date hereof is at 101 Barclay Street - Floor 8W, New York, New York
10286; Attention: Corporate Trust Administration.

                "U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligations or a specific payment of
interest on or principal of any such U.S. Government Obligations held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of interest on or principal of the U.S.
Government Obligations evidenced by such depository receipt.

                SECTION 1.2 Trust Indenture Act definitions controlling. All
terms used in this Indenture which are defined in the Trust Indenture Act, or
which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in such Trust Indenture Act and such
Securities Act as they were respectively in force at the date of this Indenture,
except as otherwise provided in Section 12.3.

                                   ARTICLE II

                 FORM, ISSUE AND REGISTRATION OF DEBT SECURITIES

                SECTION 2.1 Forms generally and dating. The Debt Securities of
each series shall be in the form or forms (including temporary or permanent
global form) established from time to time by or pursuant to a resolution of the
Board of Directors or in one or more supplemental indentures, which shall set
forth the information required by Section 2.2. The Debt Securities and the
Trustee's certificate of authentication shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or by a resolution of the Board of Directors and may have such
notations, legends or endorsements as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture or as may be required
by law, stock exchange rule or usage. The Company shall

                                        5



approve and provide the form of the Debt Securities and any notation, legend or
endorsement thereon. If the form of Debt Securities of any series is established
by action taken pursuant to a resolution of the Board of Directors, a Certified
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 2.5 for the authentication and delivery of
such Debt Securities.

                Each Debt Security shall be dated the date of its
authentication. The form of the Trustee's certificate of authentication to be
borne by the Debt Securities shall be substantially as follows:

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                This is one of the Debt Securities of the series referred to in
the within-mentioned Indenture.

                                               THE BANK OF NEW YORK, as Trustee

Dated:_______________                          ________________________________,
                                               By: Authorized Signatory

                SECTION 2.2 Amount unlimited; Issuable in series.

                The aggregate Principal Amount of the Debt Securities which may
be authenticated and delivered under this Indenture is unlimited.

                The Debt Securities may be issued in one or more series. There
shall be established in or pursuant to one or more resolutions of the Board of
Directors, or established in or pursuant to one or more indentures supplemental
hereto, prior to the issuance of the Debt Securities of any series:

                (1)     the title and designation of the Debt Securities of the
        series (which shall distinguish Debt Securities of the series from Debt
        Securities of any other series) including whether the Debt Securities of
        the series shall be issued as senior Debt Securities, senior
        subordinated Debt Securities or subordinated Debt Securities, any
        subordination provisions particular to such series of Debt Securities,
        and whether such Debt Securities are convertible and/or exchangeable for
        other securities;

                (2)     the aggregate Principal Amount of the Debt Securities of
        the series and any limit upon the aggregate Principal Amount of the Debt
        Securities of the series which may be authenticated and delivered under
        this Indenture (except for the Debt Securities authenticated and
        delivered upon registration of transfer of, or in exchange for, or in
        lieu of, other Debt Securities of the series pursuant to Section 2.6,
        2.8, 2.9, 2.10, 2.11, 5.2 or 12.5) and except for any Debt Securities
        that, pursuant to Section 2.4, are deemed not to have been authenticated
        and delivered hereunder;

                                        6



                (3)     the date or dates (whether fixed or extendable) on which
        the Principal of the Debt Securities of the series is payable or the
        method of determination thereof;

                (4)     the rate or rates (which may be fixed, floating or
        adjustable) at which the Debt Securities of the series shall bear
        interest, if any, the method of calculating such rates, the date or
        dates from which such interest shall accrue or the manner of determining
        such dates, the interest payment dates on which such interest shall be
        payable and the record dates for the determination of Holders of Debt
        Securities to whom interest is payable, and the basis upon which
        interest shall be calculated if other than that of a 360-day year
        consisting of twelve 30-day months;

                (5)     the place or places where the Principal of and premium,
        if any, make-whole amount, if any, and interest on the Debt Securities
        of the series, if any, shall be payable where the Holders of the Debt
        Securities may surrender Debt Securities for conversion, transfer or
        exchange, and where notices or demands to or upon the Company in respect
        of the Debt Securities and this Indenture may be served;

                (6)     any provisions relating to the issuance of the Debt
        Securities of the series at an Original Issue Discount;

                (7)     the price or prices at which, the period or periods
        within which and the terms and conditions upon which the Debt Securities
        of the series may be redeemed, in whole or in part, at the option of the
        Company, pursuant to any sinking fund or otherwise (including, without
        limitation, the form or method of payment thereof if other than in
        cash);

                (8)     the obligation, if any, of the Company to redeem,
        purchase or repay the Debt Securities of the series pursuant to any
        mandatory redemption, sinking fund or analogous provisions or at the
        option of a Holder of Debt Securities thereof and the price or prices at
        which and the period or periods within which and the terms and
        conditions upon which the Debt Securities of the series shall be
        redeemed, purchased or repaid, in whole or in part, pursuant to such
        obligation (including, without limitation, the form or method of payment
        thereof if other than in cash), and any provisions for the remarketing
        of such Debt Securities;

                (9)     if other than denominations of $1,000 and any integral
        multiple thereof, the denominations in which the Debt Securities of the
        series shall be issuable;

                (10)    if other than the Principal Amount thereof, the portion
        of the Principal Amount of the Debt Securities of the series which shall
        be payable upon declaration of acceleration of the maturity thereof
        pursuant to Section 7.1 or provable in bankruptcy pursuant to Section
        7.2, or, if applicable, which is convertible or exchangeable in
        accordance with the provisions of such Debt Securities or the resolution
        of the Board of Directors or the supplemental indenture pursuant to
        which such Debt Securities are issued;

                (11)    any Events of Default with respect to the Debt
        Securities of a particular series, in lieu of or in addition to those
        set forth herein and the remedies therefor;

                                        7



                (12)    the obligations, if any, of the Company to permit the
        conversion or exchange of the Debt Securities of such series into Common
        Shares or other Capital Stock or property, or combination thereof, and
        the terms and conditions upon which such conversion shall be effected
        (including, without limitation, the initial conversion or exchange price
        or rate, the conversion or exchange period, the provisions for
        conversion or exchange price or rate adjustments and any other provision
        relative to such obligation) and any limitations on the ownership or
        transferability of the securities or property into which Holders of such
        Debt Securities may convert or exchange such Debt Securities;

                (13)    any trustees, authenticating or paying agents, transfer
        agents or registrars or any other agents with respect to the Debt
        Securities of such series;

                (14)    the currency or currency units, including composite
        currencies, in which the Debt Securities of the series shall be
        denominated if other than the currency of the United States of America,
        and, if so, whether the Debt Securities of the series may be satisfied
        and discharged other than as provided in Article VI;

                (15)    if other than the currency or currency units in which
        the Debt Securities of that series are denominated, the coin or currency
        in which payment of the Principal of, premium, if any, make-whole
        amount, if any or interest on the Debt Securities of such series shall
        be payable (and the manner in which the equivalent of the Principal
        Amount thereof in the currency of the United States of America is to be
        determined for any purpose, including for the determination of the
        Principal Amount outstanding);

                (16)    if the Principal of, premium, if any, make-whole amount,
        if any, or interest on the Debt Securities of the series is to be
        payable, at the election of the Company or a Holder of Debt Securities
        thereof, in a coin or currency other than that in which the Debt
        Securities are denominated or stated, the period or periods within
        which, and the terms and conditions upon which, such election may be
        made and the time and manner of, and identity of the exchange rate agent
        with responsibility for, determining the exchange rate between the
        currency or currencies in which the Debt Securities are denominated or
        stated to be payable and the currency or currencies in which the Debt
        Securities will be payable;

                (17)    if the amount of payments of Principal of, premium, if
        any, make-whole amount, if any, and interest on the Debt Securities of
        the series may be determined with reference to an index, the manner in
        which such amounts shall be determined;

                (18)    whether and under what circumstances the Company will
        pay additional amounts on the Debt Securities of the series held by a
        person who is not a United States of America Person in respect of any
        tax, assessment or governmental charge withheld or deducted and, if so,
        whether the Company will have the option to redeem such Debt Securities
        rather than pay such additional amounts;

                (19)    if receipt of certain certificates or other documents or
        satisfaction of other conditions will be necessary for any purpose,
        including, without limitation, as a condition to the issuance of the
        Debt Securities of such series in definitive form (whether upon

                                        8



        original issue or upon exchange of a temporary Debt Security of such
        series), the form and terms of such certificates, documents or
        conditions;

                (20)    any other affirmative or negative covenants with respect
        to the Debt Securities of such series;

                (21)    whether the Debt Securities of such series shall be
        issued in whole or in part in the form of one or more Global Securities
        and in such case, (i) the Depositary for such Global Securities or Debt
        Securities, which Depositary must be a clearing agency registered under
        the Exchange Act, (ii) the circumstances under which any such Global
        Security may be exchanged for Debt Securities registered in the name of,
        and under which any transfer of such Global Securities may be registered
        in the name of, any Person other than such Depositary or its nominee, if
        other than as set forth in Section 2.13 and (iii) any other provisions
        regarding such Global Securities which provisions may be in addition to
        or in lieu of, in whole or in part, the provisions of Section 2.13;

                (22)    whether the Debt Securities are defeasible; and

                (23)    any other terms of a particular series and any other
        provisions expressing or referring to the terms and conditions upon
        which the Debt Securities of the series are to be issued under the
        Indenture, which terms and provisions are not in conflict with the
        provisions of this Indenture; provided, however, that the addition to or
        subtraction from or variation of Articles IV, V, VI, VII, and X (and
        Section 1.1, insofar as it relates to the definition of certain terms as
        used in such Articles) with regard to the Debt Securities of a
        particular series shall not be deemed to constitute a conflict with the
        provisions of those Articles.

                All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such resolution of the Board of Directors or in any such
indenture supplemental hereto. Not all Debt Securities of any one series need be
issued at the same time, and, unless otherwise so provided, a series may be
reopened for issuances of additional Debt Securities of such series.

                If any of the terms of the Debt Securities of a series are
established by action taken pursuant to a resolution of the Board of Directors,
a Certified Resolution and delivered to the Trustee with an Officers'
Certificate setting forth the terms of the Debt Securities of such series. With
respect to Debt Securities of a series which are not to be issued at one time,
such resolution of the Board of Directors or action may provide general terms or
parameters for Debt Securities of the series and provide either that the
specific terms of particular Debt Securities of the series shall be specified in
a Company Order or that such terms shall be determined by the Company or its
agents in accordance with a Company Order as contemplated by the proviso clause
of Section 2.5.

                SECTION 2.3 Denominations. The Debt Securities of each series
shall be registered Debt Securities without coupons, in such denominations as
shall be specified as contemplated by Section 2.2. In the absence of any such
provisions with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 or of any
integral multiple of $1,000.

                                        9



                SECTION 2.4 Execution of Debt Securities; Authentication. The
Debt Securities shall be executed on behalf of the Company by two Officers of
the Company, whose signatures may be manual or by facsimile. In case any Officer
of the Company who shall have signed any of the Debt Securities shall cease to
be such Officer before the Debt Securities so signed shall actually have been
authenticated and delivered by the Trustee or the Authenticating Agent or
disposed of by the Company, such Debt Securities nevertheless may be
authenticated, issued and delivered or disposed of with the same force and
effect as though the person or persons who signed such Debt Securities had not
ceased to be such officer of the Company; and any such Debt Security may be
signed on behalf of the Company by such persons, as at the actual date of the
execution of such Debt Security, shall be the proper Officers of the Company,
although at the date of such Debt Security or the date of execution of this
Indenture any such person was not such Officer.

                No Debt Security of any series shall be entitled to the benefits
hereof or shall be or become valid or obligatory for any purpose unless there
shall appear on the Debt Security a certificate of authentication, substantially
in the form hereinbefore recited, manually executed by the Trustee for such
series or an Authenticating Agent; and such certificate on any series of Debt
Securities issued by the Company shall be conclusive evidence that it has been
duly authenticated and delivered hereunder.

                Notwithstanding the foregoing, if any series of Debt Securities
shall have been duly authenticated and delivered hereunder but never issued and
sold by the Company, and the Company shall deliver such Debt Security to the
Trustee or its designee for cancellation as provided in Section 2.11 together
with a written statement (which need not be accompanied by an Opinion of
Counsel) stating that such Debt Security has not been issued and sold by the
Company, for all purposes of this Indenture such Debt Security shall be deemed
not to have been authenticated and delivered hereunder and shall not be entitled
to the benefits of this Indenture.

                If the form or forms or terms of the Debt Securities of any
series have been established in or pursuant to one or more resolutions of the
Board of Directors or indentures supplemental hereto as permitted by Sections
2.1 and 2.2, in authenticating such Debt Securities, and accepting the
additional responsibilities under this Indenture in relation to such Debt
Securities, the Trustee and the Authenticating Agent shall be entitled to
receive, and (subject to Section 11.2) shall be fully protected in conclusively
relying upon, a Certified Resolution or Resolutions delivered to the Trustee and
the Authenticating Agent to have been duly adopted by the Board of Directors of
the Company, and to be in full force and effect on the date of such
certification, and an Opinion of Counsel stating:

                (1)     if the form or forms of such Debt Securities have been
        established by or pursuant to a resolution of the Board of Directors or
        indenture supplemental hereto, that such form or forms have been
        established in conformity with the provisions of this Indenture;

                (2)     if the terms of such Debt Securities have been
        established by or pursuant to a resolution of the Board of Directors or
        indenture supplemental hereto, that such terms have been established in
        conformity with the provisions of this Indenture;

                                       10



                (3)     that such Debt Securities, when authenticated and
        delivered by the Trustee or an Authenticating Agent and issued by the
        Company in the manner and subject to any conditions specified in such
        Opinion of Counsel, will constitute valid and binding obligations of the
        Company, enforceable in accordance with their terms, subject to
        bankruptcy, insolvency, fraudulent conveyance, reorganization and other
        laws of general applicability relating to or affecting the enforcement
        of creditors' rights and to general equity principles (or such other
        similar matters as in the opinion of such counsel shall not materially
        adversely affect such enforceability); and

                (4)     that the issuance and authentication of such Debt
        Securities to be issued will not violate, result in a breach or
        constitute a default or, with the giving of notice or the passage of
        time or both, would not constitute a default, under the articles of
        incorporation or code of regulations of the Company or result in such a
        default or violation;

provided, however, that, with respect to Debt Securities of a series which are
not to be issued at one time, the Trustee and the Authenticating Agent shall be
entitled to receive such Opinion of Counsel only once at or prior to the time of
the first authentication of Debt Securities of such series and that the opinions
described in clauses (2) and (3) above may state, respectively,

                (a)     that, when the terms of such Debt Securities shall have
        been established pursuant to a Company Order or pursuant to such
        procedures as may be specified from time to time by a Company Order, all
        as contemplated by and in accordance with a resolution of the Board of
        Directors or an Officers' Certificate pursuant to a resolution of the
        Board of Directors or supplemental indenture, as the case may be, such
        terms will have been established in conformity with the provisions of
        this Indenture; and

                (b)     that such Debt Securities, when (i) executed by the
        Company, (ii) completed, authenticated and delivered by the Trustee or
        Authenticating Agent in accordance with this Indenture, (iii) issued and
        delivered by the Company and (iv) paid for, all as contemplated by and
        in accordance with the aforesaid Company Order or specified procedures,
        as the case may be, will constitute valid and binding obligations of the
        Company, enforceable in accordance with their terms, subject to
        bankruptcy, insolvency, fraudulent conveyance, reorganization and other
        laws or general applicability relating to or affecting the enforcement
        of creditors' rights and to general equitable principles (or such other
        similar matters as in the opinion of such counsel shall not materially
        adversely affect such enforceability).

                Notwithstanding the provisions of Sections 2.1, 2.2, 3.8 and
this Section, if all the Debt Securities of a series are not to be originally
issued at one time, the resolution of the Board of Directors or supplemental
indenture, the Certified Resolution or supplemental indenture, the Officers'
Certificate, the Company Order and any other documents otherwise required
pursuant to such Sections need not be delivered at or prior to the time of
authentication of each Debt Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Debt Security of such series to be issued; provided, however, that any
subsequent request by the Company to the Trustee or the Authenticating Agent to
authenticate Debt Securities of such series shall constitute a representation
and warranty by the Company that, as of the date of such request, the statements
made in the Officers' Certificate

                                       11



delivered pursuant to Section 3.8 at or prior to authentication of the first
such Debt Security shall be true and correct on the date thereof as if made on
and as of the date thereof.

                The Trustee or the Authenticating Agent shall not be required to
authenticate such Debt Securities if the issue of such Debt Securities pursuant
to this Indenture will adversely affect the Trustee's or the Authenticating
Agent's own rights, duties or immunities under the Debt Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee or the Authenticating Agent.

                With respect to Debt Securities of a series which are not all
issued at one time, the Trustee and the Authenticating Agent may conclusively
rely, as to the authorization by the Company of any such Debt Securities, the
form and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel, Officers' Certificate and
other documents delivered pursuant to Sections 2.1, 2.2, 3.8 and this Section,
as applicable, at or prior to the time of the first authentication of Debt
Securities of such series unless and until such opinion, certificate or other
documents have been superseded or revoked in a writing delivered to the Trustee.
In connection with the authentication and delivery of Debt Securities of a
series which are not all issued at one time, the Trustee and the Authenticating
Agent shall be entitled to assume that the Company's instructions to
authenticate and deliver such Debt Securities do not violate any rules,
regulations or orders of any governmental agency or commission having
jurisdiction over the Company.

                SECTION 2.5 Issue of Debt Securities. The Trustee and the
Authenticating Agent, forthwith upon the execution and delivery of this
Indenture and from time to time thereafter, upon the execution and delivery to
it of Debt Securities of any series by the Company as herein provided, and
without any further action on the part of the Company, shall authenticate such
Debt Securities up to a maximum amount, if any, designated for such series
pursuant to Section 2.2 and deliver them to or upon the receipt of a Company
Order; provided, however, that if not all the Debt Securities of a series are to
be issued at one time and if the resolution of the Board of Directors or
indenture supplemental hereto establishing such series as contemplated by
Sections 2.1 and 2.2 shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Debt Securities
and for determining the form or forms or terms of particular Debt Securities of
such series including, but not limited to, interest rate, if any, maturity date,
date of issuance and date from which interest, if any, shall accrue.

                SECTION 2.6 Transfer of Debt Securities. The transfer of any
series of Debt Securities may be registered by the registered owner thereof, in
person or by his attorney duly authorized in writing, at the office or agency of
the Company to be maintained by it as provided in Section 4.2, by delivering
such Debt Security for cancellation, accompanied by delivery of a duly executed
instrument of transfer, in form approved by the Company and satisfactory to the
Trustee or its designee, and thereupon the Company shall execute in the name of
the transferee or transferees, and the Trustee or the Authenticating Agent shall
authenticate and deliver, a new Debt Security or Debt Securities of the same
series and of like form for the same aggregate Principal Amount.

                SECTION 2.7 Persons deemed owners of Debt Securities. Prior to
due presentation of any series of Debt Securities for registration of transfer,
the person in whose name a Debt Security of any series shall be registered, on
books kept for such purpose in

                                       12



accordance with Section 4.2, shall be deemed the absolute owner thereof for all
purposes of this Indenture, whether or not such Debt Security is overdue, and
neither the Company, the Trustee nor any Paying Agent or conversion agent nor
any series of Debt Securities registrar shall be affected by notice to the
contrary. Subject to the provisions of Section 2.12, payment of or on account of
the Principal, premium, if any, make-whole amount, if any, and interest shall be
made only to or upon the order in writing of such registered owner thereof, but
such registration may be changed as above provided. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Debt
Security to the extent of the sum or sums so paid.

                SECTION 2.8 Provisions for Debt Securities in temporary form.
Until Debt Securities of any series in definitive form are ready for delivery,
the Company may execute and, upon receipt of a Company Order, the Trustee or the
Authenticating Agent shall authenticate and deliver, in lieu thereof and subject
to the same conditions, one or more printed Debt Securities in temporary form,
substantially of the tenor of Debt Securities of the same series, without a
recital of specific redemption prices and with such other appropriate omissions,
variations and insertions, all as may be determined by the Board of Directors.
Until exchanged for Debt Securities of the same series in definitive form such
Debt Securities in temporary form shall be entitled to the benefits of this
Indenture. The Company shall, without unreasonable delay after the issue of Debt
Securities in temporary form, prepare, execute and deliver definitive Debt
Securities of the same series to the Trustee, and upon the presentation and
surrender of Debt Securities in temporary form, the Trustee or the
Authenticating Agent shall authenticate and deliver, in exchange therefor, Debt
Securities of the same series in definitive form for the same aggregate
Principal Amount as the Debt Securities in temporary form surrendered. Such
exchange shall be made by the Company at its own expense and without any charge
therefor.

                SECTION 2.9 Mutilated, destroyed, lost or stolen Debt
Securities. Upon receipt by the Company, the Trustee and the Authenticating
Agent of evidence satisfactory to them that any Debt Security of any series has
been mutilated, destroyed, lost or stolen, and upon receipt of indemnity (and in
case of a destroyed, lost or stolen Debt Security, proof of ownership)
satisfactory to them, the Company shall, in the case of a mutilated Debt
Security, and may in the case of a lost, stolen or destroyed Debt Security,
execute, and thereupon the Trustee or the Authenticating Agent shall
authenticate and deliver, a new Debt Security of the same series of like tenor
bearing a serial number not contemporaneously outstanding (bearing such
notation, if any, as may be required by the rules of any stock exchange upon
which the Debt Securities of the same series are listed or are to be listed), in
exchange and substitution for, and upon surrender and cancellation of, the
mutilated Debt Security, or in lieu of and in substitution for the Debt Security
so destroyed, lost or stolen; or, if any mutilated, destroyed, lost or stolen
Debt Security of any series shall have matured or be about to mature, instead of
issuing a new Debt Security, the Company, upon written notice to the Trustee or
the Authenticating Agent, may pay the same without surrender of the destroyed,
lost or stolen Debt Security. The Company may require payment of the expenses
which may be incurred by the Company or any agent thereof and the charges and
expenses of the Trustee and the Authenticating Agent in the premises. Any series
of Debt Securities issued under the provisions, of this Section 2.9 in lieu of
any series of Debt Securities alleged to have been destroyed, lost or stolen,
shall constitute an additional contractual obligation of the Company, whether or
not the Debt Security alleged to have been destroyed, lost or stolen shall be
found at any time, and shall be equally and proportionately entitled to the

                                       13



benefits of this Indenture with all other Debt Securities of the same series
issued under this Indenture.

                All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt Securities,
and shall preclude, to the extent lawful, any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

                SECTION 2.10 Exchanges of Debt Securities. Debt Securities of
any series may, upon surrender thereof as hereinafter provided in this Section
2.10, be exchanged for one or more Debt Securities of the same series of the
same aggregate Principal Amount, in authorized denominations. The Debt
Securities to be exchanged shall be surrendered at the office or agency of the
Company to be maintained by it as provided in Section 4.2, accompanied by duly
executed instruments of transfer in a form acceptable to the Company, the
Trustee and the registrar, and the Company shall execute and the Trustee or the
Authenticating Agent shall authenticate and deliver, in exchange therefor, the
Debt Security or Debt Securities of the same series, bearing numbers not
contemporaneously outstanding, which the Holder of Debt Securities making the
exchange shall be entitled to receive. Every exchange of Debt Securities of any
series shall be effected in such manner as may be prescribed by the Company with
the approval of the Trustee and registrar, and as may be necessary to comply
with the regulations of any stock exchange upon which Debt Securities of such
series are listed or are to be listed or to conform to usage in respect thereof.

                Upon every exchange or registration of transfer of Debt
Securities, no service charge shall be made but the Company may require the
payment of any taxes or other governmental charges required to be paid with
respect to such exchange or registration, as a condition precedent to the
exercise of the privilege of such exchange or registration.

                All Debt Securities executed, authenticated and delivered in
exchange or upon registration of transfer shall be the valid obligations of the
Company, evidencing the same debt as the Debt Securities surrendered, and shall
be entitled to the benefits of this Indenture to the same extent as the Debt
Securities in exchange for which they were authenticated and delivered.

                The Company shall not be required to make exchanges or
registrations of transfer under any provision of this Article II of: (a) the
Debt Securities of any series for the period of 15 days next preceding the date
of any designation of Debt Securities of such series to be redeemed, as provided
in Article V, or (b) any series of Debt Securities or portion thereof called or
to be called for redemption.

                SECTION 2.11 Cancellation of surrendered Debt Securities. All
Debt Securities of any series surrendered for the purpose of payment, exchange,
conversion or cancellation (including Debt Securities authenticated which the
Company has not issued and sold) shall, if surrendered to the Company or any
Paying Agent or conversion agent, be delivered to the Trustee or its designee
and cancelled by it, or, if surrendered to the Trustee or its designee, shall be
cancelled by it, and no Debt Securities shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Indenture or as
otherwise provided in the resolution of

                                       14



the Board of Directors or indenture supplemental hereto establishing such series
as contemplated by Section 2.2. All Debt Securities of any series surrendered
for the purpose of redemption or credit against any sinking fund shall similarly
be delivered to the Trustee or its designee for cancellation, and no Debt
Securities shall be issued in lieu thereof except Debt Securities of the same
series in the case of redemption of a Debt Security in part only. If the Company
shall acquire any of the Debt Securities, such acquisition shall not operate as
a redemption or satisfaction of the indebtedness represented by such Debt
Securities unless and until the same are delivered to the Trustee or its
designee for cancellation. Unless otherwise directed in writing by the Company,
the Trustee or its designee shall dispose of cancelled Debt Securities in
accordance with its customary procedures.

                SECTION 2.12 Payment of interest; Defaulted interest. Interest
(except defaulted interest) on the Debt Securities of any series which is
payable on any interest payment date shall be paid to the persons who are
Holders of Debt Securities of such series at the close of business on the record
date specified for that purpose as contemplated by Section 2.2. At the option of
the Company, payment of interest on any series of Debt Securities may be made by
check mailed to the holder's registered address.

                If the Company defaults in a payment of interest on the Debt
Securities of any series, it shall pay the defaulted interest to the persons who
are Holders of Debt Securities of such series at the close of business on a
subsequent special record date. The Company shall fix the record date (which
shall be not less than five Business Days prior to the date of payment of such
defaulted interest) and payment date. At least 15 days before the record date,
the Company shall mail to each Holder of Debt Securities of such series a notice
that states the record date, the payment date and the amount of defaulted
interest to be paid. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Debt Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee or any paying agent for such series an amount of
money in immediately available funds by 10:00 a.m. New York City time on the
payment date equal to the aggregate amount proposed to be paid in respect of
such defaulted interest or shall make arrangements satisfactory to any Paying
Agent for such series for such deposit prior to the date of the proposed
payment. The Company may pay defaulted interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Debt
Security may be listed, and upon notice as may be required by such exchange if,
after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such payment shall be deemed practicable by the
Trustee.

                SECTION 2.13 Global Securities; Depositary. For the purpose of
this Section, the term "Agent Member" means a member of, or participant in, a
Depositary; the term "Depositary" means, with respect to Debt Securities
issuable or issued in whole or in part in the form of one or more Global
Securities, the entity designated as Depositary by the Company pursuant to
Section 2.2, and, if at any time there is more than one such person,
"Depositary" as used with respect to the Debt Securities shall mean the
respective Depositary with respect to a particular series of Debt Securities;
and the term "Global Security" means a global certificate evidencing all or part
of the series of Debt Securities as shall be specified herein, issued to the
Depositary for the series or such portion of the series, and registered in the
name of such Depositary or its nominee. The Global Security may provide that it
shall represent the aggregate

                                       15



amount of Outstanding Debt Securities from time to time endorsed thereon which
may from time to time be reduced to reflect exchanges. Any endorsement to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Debt Securities shall be made by the Trustee.

                Notwithstanding Section 2.10, except as otherwise specified as
contemplated by Section 2.2, hereof, any Global Security shall be exchangeable
only as provided in this paragraph. A Global Security shall be exchangeable
pursuant to this Section 2.13 if (i) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time the Depositary ceases to be a clearing agency registered under the
Exchange Act, (ii) the Company in its sole discretion determines that all Global
Securities of any series then outstanding under this Indenture shall be
exchangeable for definitive Debt Securities of such series in registered form or
(iii) an Event of Default with respect to the Debt Securities of the series
represented by such Global Security has occurred and is continuing. Any Global
Security of such series exchangeable pursuant to the preceding sentence shall be
exchangeable for definitive Debt Securities of such series in registered form,
bearing interest (if any) at the same rate or pursuant to the same formula,
having the same date of issuance, redemption, conversion (if any) and other
provisions, and of differing denominations aggregating a like amount. Such
definitive Debt Securities of such series shall be registered in the names of
the owners of the beneficial interests in such Global Securities of such series
as such names are from time to time provided by the relevant participants in the
Depositary holding such Global Securities (as such participants are identified
from time to time by such Depositary).

                No Global Security may be transferred except as a whole by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor of the Depositary or a
nominee of such successor. Except as provided above, owners solely of beneficial
interests in a Global Security shall not be entitled to receive physical
delivery of Debt Securities of such series in definitive form and will not be
considered the Holders of Debt Securities thereof for any purpose under this
Indenture.

                Any Global Security that is exchangeable pursuant to the
preceding paragraph shall be exchangeable for Debt Securities of such series in
authorized denominations and registered in such names as the Depositary that is
the Holder of Debt Securities of such Global Securities of such series shall
direct.

                In the event that a Global Security is surrendered for
redemption in part pursuant to Section 5.2 or 5.5, the Company shall execute,
and the Trustee or the Authenticating Agent shall authenticate and deliver to
the Depositary for such Global Security, without service charge, a new Global
Security in a denomination and tenor equal to and in exchange for the unredeemed
portion of the Principal for the Global Security so surrendered.

                The Agent Members shall have no rights under this Indenture with
respect to any Global Security held on their behalf by a Depositary, and such
Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of a Debt Security of any series, including

                                       16



without limitation the granting of proxies or other authorization of
participants to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a Holder of Debt Securities is
entitled to give or take under this Indenture. Neither the Trustee nor any of
its agents shall have any responsibility for actions taken or not taken by the
Depositary.

                The Trustee shall not be required to authenticate Global
Securities until it has received documentation satisfactory to it.

                SECTION 2.14 CUSIP Numbers. The Company in issuing the Debt
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Debt Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Debt Securities, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee in writing of any change
in the "CUSIP" numbers.

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

                SECTION 3.1 Rights under Indenture limited to the parties and
Holders of Debt Securities. Nothing in this Indenture or the Debt Securities,
express or implied, is intended or shall be construed to confer upon, or to give
to, any person or corporation, other than the parties hereto, their successors
and assigns, and the Holders of the Debt Securities, any right, remedy or claim
under or by reason of this Indenture or any provision hereof; and the provisions
of this Indenture are for the exclusive benefit of the parties hereto, their
successors and assigns, and the Holders of the Debt Securities.

                SECTION 3.2 Certificate of independent accountants conclusive.
Unless otherwise specifically provided, the certificate or opinion of an
independent firm of public accountants of recognized standing selected by the
Board of Directors and acceptable to the Trustee in the exercise of reasonable
care (which firm may be regular independent accountants to the Company) shall be
conclusive evidence of the correctness of any computation made under the
provisions of this Indenture, and wherever reference is made in this Indenture
to "generally accepted accounting principles" the certificate or opinion of such
a firm shall be conclusive evidence thereof. The Company shall furnish to the
Trustee upon its request a copy of any such certificate or opinion.

                SECTION 3.3 Treatment of Debt Securities owned or held by the
Company in determining required percentages. For all purposes of this Indenture,
in determining whether the Holders of a required percentage or the required
proportion of Principal Amount of Debt Securities of one or more series has
concurred in any request, waiver, vote, direction or consent, Debt Securities
owned or held by or for the account or for the benefit of the Company or any
other obligor under this Indenture or any Affiliate shall be disregarded and
deemed not Outstanding, except that, for the purposes of determining whether the
Trustee shall be protected in conclusively relying on any such request, waiver,
direction or consent, only Debt Securities which the Trustee actually knows to
be so owned or held shall be so disregarded. Debt

                                       17



Securities so owned which have been pledged in good faith to secure an
obligation may be regarded as Outstanding for all such purposes, if the Trustee
receives an Officers' Certificate stating that said Debt Securities have been so
pledged, that the pledgee is entitled to vote with respect to such Debt
Securities and that the pledgee is not the Company or any other obligor on the
Debt Securities, an Affiliate of the Company or an Affiliate of such other
obligor. In case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be conclusive, and, subject to the
provisions of Section 11.1 of this Indenture, shall afford full protection to
the Trustee.

                SECTION 3.4 Remaining provisions not affected by invalidity of
any other provisions -- required provisions of Trust Indenture Act to control.
In case any one or more of the provisions contained in this Indenture or in the
Debt Securities of any series shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Indenture, but
this Indenture shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein.

                If any provision of this Indenture limits, qualifies or
conflicts with any other provision of this Indenture which is required to be
included in an indenture qualified under the Trust Indenture Act, such provision
which is so required to be included shall control. If any provisions of this
Indenture modifies or excludes any provisions of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

                SECTION 3.5 Company released from Indenture requirements if
entitled to have Indenture cancelled. Whenever by the terms of this Indenture
the Company shall be required to do or not to do anything so long as any of the
Debt Securities shall be Outstanding of any series, the Company shall,
notwithstanding any such provision, not be required to comply with such
provision with respect to such series if it shall be entitled to have this
Indenture satisfied and discharged pursuant to the provisions hereof, even
though in either case the Holders of any of the Debt Securities of such series
shall have failed to present and surrender such Debt Securities for payment
pursuant to the terms of this Indenture.

                SECTION 3.6 Date of execution. Although this Indenture, for
convenience and for the purpose of reference, is dated as of the date first
above written, the actual date of execution by the Company and by the Trustee is
as indicated by their respective acknowledgements hereto annexed.

                SECTION 3.7 Execution of documents furnished under the
Indenture. Unless otherwise expressly provided, any order, notice, request,
demand, certificate or statement of the Company required or permitted to be made
or given under any provision hereof shall be sufficiently executed if signed by
not less than two Officers of the Company.

                SECTION 3.8 Officers' Certificate and Opinions of Counsel to be
furnished to Trustee. Upon any application, demand or request by the Company to
the Trustee to take any action under any of the provisions of this Indenture,
the Company shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that

                                       18



in the opinion of such counsel all such conditions precedent have been complied
with and that such action is in compliance with applicable law.

                Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include (a) a
statement that the person making such certificate or opinion has read such
covenant or condition; (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (c) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

                Any certificate, statement or opinion of an Officer of the
Company may be based, insofar as it relates to legal matters, upon a certificate
or opinion of or representations by counsel, unless such Officer knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.
Any certificate, statement or opinion of counsel may be based, insofar as it
relates to factual matters, information with respect to which is in the
possession of the Company, upon the certificate, statement or opinion of or
representations by an officer or officers of the Company, unless such counsel
knows that the certificate, statement or opinion or representations with respect
to the matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

                Any certificate, statement or opinion of an Officer of the
Company or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous. Any certificate or
opinion of any independent firm of public accountants filed with the Trustee
shall contain a statement that such firm is independent.

                SECTION 3.9 Presentation of notices and demands. All notices to
or demands upon the Trustee shall be in writing and may be served or presented
at the principal office of the Trustee. Any notice to or demand upon the Company
shall be deemed to have been sufficiently given or served by the Trustee or the
Holders of Debt Securities, for all purposes, by being mailed by first class
mail (registered or certified, return receipt requested), telecopied or
delivered by overnight air courier guaranteeing next day delivery, addressed to
the Company, attention of the General Counsel, 175 Ghent Road, Fairlawn, Ohio
44333, Telecopier: (330) 869-4410, with a copy to Jones Day, Attention:
Christopher M. Kelly, Esq., North Point, 901 Lakeside Avenue, Cleveland, Ohio
44114, Telecopier: (216) 579-0212, or at such other address or to such other
counsel, as may be filed in writing by the Company with the Trustee.

                Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of Debt Securities of any event, such
notice shall be sufficiently given to Holders of Debt Securities if in writing
and mailed, first-class postage prepaid, to each holder of

                                       19



a Debt Security affected by such event, at the address of such holder as it
appears in the Debt Security register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.

                In case by reason of the suspension of regular mail and
telecopier service or by reason of any other cause it shall be impracticable to
give such notice to Holders of Debt Securities by mail or telecopier, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder. In any case where notice
to Holders of Debt Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Debt Security shall affect the sufficiency of such notice with respect to other
Holders of Debt Securities.

                SECTION 3.10 Successors and assigns bound by Indenture. All the
covenants, promises and agreements in this Indenture contained by or on behalf
of the Company or by or on behalf of the Trustee, shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed or not.

                SECTION 3.11 Descriptive headings for convenience only. The
descriptive headings of the several Articles of this Indenture are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

                SECTION 3.12 Governing Law; Submission to Jurisdiction; Waiver
of Jury Trial. THIS INDENTURE AND EACH DEBT SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, OR ANY DEBT SECURITIES, AND IRREVOCABLY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE TRUSTEE
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES OR THE COMPANY
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY, THE TRUSTEE OR ANY HOLDER
OF NOTES IN ANY OTHER JURISDICTION.

                SECTION 3.13 Indenture may be executed in counterparts. This
Indenture may be simultaneously executed in any number of counterparts, each of
which when so executed

                                       20



and delivered shall be an original, but such counterparts shall together
constitute but one and the same instrument. The Bank of New York, as Trustee,
hereby accepts the trusts in this Indenture declared and provided upon the terms
and conditions hereinbefore set forth.

                                   ARTICLE IV

                            COVENANTS OF THE COMPANY

                The Company covenants and agrees as follows:

                SECTION 4.1 Payment of Principal and interest. The Company will
for the benefit of each series of Debt Securities duly and punctually pay or
cause to be paid the Principal of, premium, if any, make-whole amount, if any,
and interest on the Debt Securities of such series at the times and place and in
the manner specified in this Indenture and in the Debt Securities of such
series. At the option of the Company, interest on the Debt Securities shall be
payable without presentation of such Debt Securities by a check to the
registered Holder. Any payment of Principal and any premium or make-whole amount
or interest required to be made on an interest payment date, redemption date or
at maturity which is not a Business Day need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on such interest payment date, redemption date or at maturity, as the case
may be, and no interest shall accrue for the period from and after such interest
payment date, redemption date or maturity.

                SECTION 4.2 Maintenance of office or agency. So long as any of
the Debt Securities of any series remain unpaid, the Company will at all times
keep an office or agency in the Borough of Manhattan, the City of New York,
where Debt Securities of such series may be presented for registration of
transfer and exchange as in this Indenture provided, where notices and demands
with respect to the Debt Securities and this Indenture may be served and where
the Debt Securities may be presented for payment or, for Debt Securities of each
series that is convertible, for conversion. The principal office of the Trustee
shall be the office or agency for all of the aforesaid purposes unless otherwise
provided in a supplemental indenture or unless the Company shall maintain some
other office or agency with respect to the Debt Securities of any series for
such purposes and shall give the Trustee written notice of the location thereof.
In case the Company shall fail to maintain such office or agency, presentations
may be made and notices and demands may be served at the principal office of the
Trustee.

                The Company shall keep, at said office or agency, a register or
registers in which, subject to such reasonable regulations as it may prescribe,
the Company shall register or cause to be registered Debt Securities of each
series and shall register or cause to be registered the transfer or exchange of
Debt Securities of each series as in Article II provided. Such register or
registers shall be in written form in the English language or any other form
capable of being converted into written form within a reasonable time. At all
reasonable times, such register or registers shall be open for inspection by the
Trustee.

                SECTION 4.3 Corporate existence. Subject to Article X hereof,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and the rights (charter
and statutory) and franchises of the Company; provided, however, that the
Company shall not be required to preserve any such right

                                       21



or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business and its subsidiaries as a whole
and that the loss thereof is not disadvantageous in any material respect to the
Holders of Debt Securities.

                SECTION 4.4 Restrictions on mergers, sales and consolidations.
So long as any of the Debt Securities remain unpaid, the Company will not
consolidate or merge with or sell, convey or lease all or substantially all of
its property to any other corporation, partnership or limited liability company
except (a) to the extent expressly permitted pursuant to the terms of any
supplemental indenture governing any series of the Debt Securities and (b) as
otherwise permitted in Article X hereof.

                SECTION 4.5 Further assurances. From time to time whenever
requested by the Trustee, the Company will execute and deliver such further
instruments and assurances and do such further acts as may be reasonably
necessary or proper to carry out more effectually the purposes of this Indenture
or to secure the rights and remedies hereunder of the Holders of the Debt
Securities of any series.

                SECTION 4.6 File certain reports and information with the
Trustee and the Securities and Exchange Commission -- transmit to Holders of
Debt Securities summaries of certain documents filed with the Trustee -- furnish
list of Holders of Debt Securities to the Trustee. So long as any Notes are
outstanding, the Company will:

                (a)     The Company will file with the Trustee and the
        Commission, and transmit to Holders, such information, documents, and
        other reports, and such summaries thereof, as may be required pursuant
        to the Trust Indenture Act at the times and in the manner provided
        pursuant to such Act; provided that any such information, documents, or
        reports required to be filed with the Commission pursuant to Section 13
        or 15(d) of the Exchange Act will be filed with the Trustee within 15
        calendar days after the same is so required to be filed with the
        Commission.

                (b)     Delivery of such reports, information and documents to
        the Trustee is for informational purposes only and the Trustee's receipt
        of such shall not constitute constructive notice of any information
        contained therein or determinable from information contained therein,
        including the Company's compliance with any of its covenants hereunder
        (as to which the Trustee is entitled to conclusively rely exclusively on
        Officers' Certificates).

                (c)     furnish or cause to be furnished to the Trustee, not
        more than 15 days after each record date (but in no event less
        frequently than every six months) for the payment of interest with
        respect to Debt Securities of any series, and at such other times as the
        Trustee may request in writing, within 30 days after receipt by the
        Company of any such request, a list in such form as the Trustee may
        reasonably require containing all information in the possession or
        control of the Company or of any Paying Agent, other than the Trustee,
        as to the names and addresses of the Holders of Debt Securities of such
        series obtained since the date as of which the next previous list, if
        any, was furnished; provided, that so long as the Trustee is Debt
        Security registrar for such series, no such list need be furnished. Any
        such list may be dated as of a date not more than 15 days prior to the
        time such information is furnished or caused to be furnished, and need
        not include

                                       22



        information received after such date (excluding from any such list names
        and addresses received by the Trustee in its capacity as Debt Security
        registrar).

                SECTION 4.7 File statement by officers annually with the
Trustee. Within 120 days after the end of each fiscal year subsequent to the
date of this Indenture, the Company will file with the Trustee an Officers'
Certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture and if the
Company shall not be in compliance, specify such non-compliance and the nature
and status thereof, of which such signer may have knowledge. For purposes of
this paragraph, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

                SECTION 4.8 Duties of Paying Agent. The Company will cause each
Paying Agent for the Debt Securities of any series other than the Trustee to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee:

                (a)     that it will hold all sums held by it as such agent for
        the payment of the Principal of, premium, if any, make-whole amount, if
        any, or interest on the Debt Securities of such series (whether such
        sums have been paid to it by the Company or by any other obligor on the
        Debt Securities of such series) in trust for the benefit of the Holders
        of the Debt Securities of such series;

                (b)     that it will give the Trustee written notice of any
        failure by the Company (or by any other obligor on the Debt Securities
        of such series) to make any payment of the Principal of, premium, if
        any, make-whole amount, if any, or interest on the Debt Securities of
        such series when the same shall be due and payable; and

                (c)     that it will, at any time during the continuance of any
        Event of Default with respect to such series, upon the written request
        of the Trustee, forthwith pay to the Trustee all sums so held in trust
        by such Paying Agent.

                If the Company acts as its own Paying Agent for the Debt
Securities of any series, it will, on or before each due date of the Principal
of, premium, if any, make-whole amount, if any, or interest on the Debt
Securities of such series, set aside and segregate and hold in trust for the
benefit of the Holders of the Debt Securities of such series a sum sufficient to
pay such principal, premium, if any, make-whole amount, if any, or interest and
will notify the Trustee, in writing, of such action or any failure to take such
action.

                Whenever the Company shall have one or more Paying Agents for
any series of Debt Securities, it will, on or before each due date of the
Principal of, premium, if any, make-whole amount, if any, or interest on any
Debt Securities of such series, deposit with the Paying Agent or Agents for the
Debt Securities of such series a sum, by 10:00 a.m. New York City time in
immediately available funds on the payment date, sufficient to pay the
principal, premium, if any, make-whole amount, if any, or interest so becoming
due with respect to the Debt Securities of such series, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee in writing of
any failure so to act.

                                       23



                The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture with respect to the Debt Securities
of one or more series or for any other purpose, pay, or by Company order direct
any Paying Agent for such series to pay, to the Trustee all sums held in trust
by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
payment.

                Anything in this Section 4.8 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 4.8 shall be
subject to the provisions of Section 6.3.

                SECTION 4.9 Calculation of Original Issue Discount. The Company
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on Outstanding Debt Securities as of the end
of such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.

                                    ARTICLE V

                   REDEMPTION OF DEBT SECURITIES; SINKING FUND

                SECTION 5.1 Applicability of Article. Debt Securities of any
series which are redeemable before their stated maturity at the election of the
Company or through the operation of any sinking fund for the retirement of Debt
Securities of such series shall be redeemable in accordance with their terms
established pursuant to Section 2.2 and (except as otherwise established
pursuant to Section 2.2 for Debt Securities of such series) in accordance with
this Article.

                SECTION 5.2 Notice of redemption to be given to Trustee --
deposit of cash (or other form of payment) with Trustee -- selection by Trustee
of Debt Securities to be redeemed. Not less than 45 days (or such lesser number
of days as the Trustee shall approve) nor more than 60 days (or such greater
number of days as the Trustee shall approve) prior to the date fixed by the
Company for the redemption at the option of the Company of any Debt Securities
of any series which are subject to redemption or portions thereof, the Company
shall give written notice, by delivering a Company Order to the Trustee, stating
the aggregate Principal Amount of Debt Securities of such series which the
Company elects to redeem and the date and place fixed for redemption, that the
Company, in the case of any redemption of Debt Securities subject to any
restrictions on such redemption provided in the terms of Debt Securities of such
series established pursuant to Section 2.2 or elsewhere in this Indenture, is in
compliance with such restrictions. On or before 10:00 a.m. New York City time of
the date fixed for redemption, the Company shall deposit with the Trustee or the
Paying Agent money in immediately available funds on such redemption date (or
other form of payment if permitted by the terms of such Debt Securities) in an
amount sufficient to redeem on the date fixed for redemption all the Debt
Securities of such series or portions thereof to be redeemed, other than any
Debt Securities of such series called for redemption on such date which have
been converted prior to the date of such deposit, at the appropriate redemption
price, together with any accrued interest to the date fixed for redemption. If
less than all the Debt Securities then Outstanding of

                                       24



such series are to be redeemed, the Trustee shall select, substantially pro rata
or by lot, in such manner as it shall deem appropriate and fair, in its sole
discretion, the numbers of the Debt Securities to be redeemed as a whole or in
part, and shall thereafter promptly notify the Company in writing of the numbers
of the Debt Securities to be redeemed; provided, however, that Debt Securities
of such series registered in the name of the Company shall be excluded from any
such selection for redemption until all Debt Securities of such series not so
registered shall have been previously selected for redemption. For the purpose
of such selection in case of redemption of less than all of the Debt Securities
of any series, the Trustee and the Company shall have the option to treat as
Outstanding Debt Securities any Debt Securities of such series which are
surrendered for conversion after the fifteenth day immediately preceding the
mailing of the notice of such redemption, and need not treat as Outstanding Debt
Securities any Debt Securities authenticated and delivered during such period in
exchange for the unconverted portion of any Debt Securities converted in part
during such period. In case any series of Debt Securities shall be redeemed in
part only, the notice of redemption shall specify the Principal Amount thereof
to be redeemed and shall state that, upon surrender thereof for redemption, a
new Debt Security or new Debt Securities of the same series of an aggregate
Principal Amount equal to the unredeemed portion of such Debt Security will be
issued in lieu thereof; and in such case the Company shall execute and the
Trustee or the Authenticating Agent shall authenticate and deliver such new Debt
Security or Debt Securities of such series to or upon the written order of the
Holder of Debt Securities, at the expense of the Company. Provisions of this
Indenture that apply to Debt Securities called for redemption also apply to
portions of Debt Securities called for redemption.

                Upon or after the receipt of such notice, the Trustee, in the
name of the Company and as its agent, shall mail by first-class mail, postage
prepaid, to each registered Holder of a Debt Security to be redeemed in whole or
in part at his last address appearing on the registration books of the Company,
a notice of redemption. Such notice of redemption shall identify the Debt
Securities to be so redeemed in whole or in part and whether such Debt
Securities are to be redeemed in whole or in part and shall state: (i) the date
fixed for redemption; (ii) the redemption price at which Debt Securities are to
be redeemed and method of payment, if other than in cash; (iii) if applicable,
the current conversion price or rate; (iv) if applicable, that the right of the
Holder of Debt Securities to convert Debt Securities called for redemption shall
terminate at the close of business on the date fixed for redemption (or such
other day as may be specified as contemplated by Section 2.2 for Debt Securities
of any series); (v) if applicable, that Holders of Debt Securities who want to
convert Debt Securities called for redemption must satisfy the requirements for
conversion contained in such Debt Securities; (vi) that, interest, if any,
accrued to the date fixed for redemption will be paid as specified in said
notice and that on and after said date interest thereon shall cease to accrue;
(vii) the provision of the Debt Security or this Indenture under which the
redemption is being made; (viii) that the Company so elects to redeem such Debt
Securities or portions thereof at the place or places specified in such notice;
and (ix) the CUSIP number. Such notice shall be mailed not later than the tenth,
and not earlier than the sixtieth, day before the date fixed for redemption. Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice; and failure duly to give such notice by mail, or any defect in such
notice, to the Holder of any series of Debt Securities designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security.

                                       25



                The Company shall pay to the Trustee the cost of mailing notices
of redemption and any other necessary expenses incurred by the Trustee in
connection therewith.

                SECTION 5.3 Debt Securities called for redemption to become due
- -- rights of Holders of redeemed Debt Securities -- return of funds on
conversion. The notice of election to redeem having been mailed as hereinbefore
provided, the Debt Securities or portions thereof called for redemption shall
become due and payable on the redemption date at the applicable redemption
price, together with interest accrued to the date fixed for redemption, at the
place or places specified in such notice, and if cash (or other form of payment
if permitted by the terms of such Debt Securities) in the amount necessary to
redeem such Debt Securities or portions thereof has been deposited with the
Trustee, interest on such Debt Securities or portions thereof shall cease to
accrue from and after the date fixed for redemption (unless the Company shall
default in the payment of the redemption price, plus accrued interest, if any)
and the right to convert such Debt Securities or portions thereof, if the terms
of such Debt Securities provide for conversion pursuant to Section 2.2, shall
terminate at the close of business on the date fixed for redemption or such
other day as may be specified as contemplated by Section 2.2 for Debt Securities
of such series. The respective registered Holders of Debt Securities or portions
thereof so called for redemption shall be entitled to receive payment of the
applicable redemption price, together with interest accrued to the date fixed
for redemption on or after the date fixed for redemption (unless the Company
shall default in the payment of the redemption price, plus accrued interest, if
any), upon presentation and surrender at the place or places of payment
specified in such notice. Notwithstanding the foregoing, if the record date for
payment of interest is on or prior to the redemption date, such interest shall
be payable to the persons who are Holders of such Debt Securities on such record
date according to the terms of such Debt Securities and Section 2.12.

                If any series of Debt Securities called for redemption pursuant
to Section 5.1 is converted or exchanged pursuant to the conversion or exchange
provisions of such Debt Security or the resolution of the Board of Directors or
the supplemental indenture pursuant to which such Debt Security is issued, if
any, any monies deposited with the Trustee for the purpose of paying or
redeeming any such Debt Security shall be promptly paid to the Company.

                SECTION 5.4 Credits against sinking fund. Against any one or
more sinking fund payments, if any, to be made pursuant to the terms of the Debt
Securities of any series providing for a sinking fund, the Company may elect, by
delivery of an Officers' Certificate to the Trustee, at least 45 days prior to
the sinking fund payment date (or such shorter period as may be acceptable to
the Trustee or is otherwise specified as contemplated by Section 2.2 for Debt
Securities of any series), to take credit for any Debt Securities of such series
or portions thereof acquired or redeemed by the Company, pursuant to the terms
of such Debt Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debt Securities, which have not
previously been used by the Company for the purposes permitted in this Section
5.4 and for any Debt Securities which have been converted pursuant to the terms
of such Debt Securities. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. Upon any such
election the Company shall receive credit against such sinking fund payments
required to be made in the order in which they are to be

                                       26



made. Any series of Debt Securities for which credit is elected to be taken
which shall not theretofore have been delivered to the Trustee for cancellation
shall at the time of such election be delivered to the Trustee for cancellation
by the Trustee.

                SECTION 5.5 Redemption through sinking fund. Each sinking fund
payment, if any, made under the terms of the Debt Securities of any series
established pursuant to Section 2.2 shall be applied to the redemption of Debt
Securities of such series on the date for redemption specified in the Debt
Securities of such series next succeeding such sinking fund payment date;
provided, however, if at any time the amount of cash to be paid into the sinking
fund for such series on the next succeeding sinking fund payment date, together
with any unused balance of any preceding sinking fund payment or payments for
such series, shall not exceed in the aggregate $100,000, the Trustee, unless
requested by the Company, shall not give notice of the redemption of Debt
Securities of such series through the operation of the sinking fund on the
succeeding date for redemption specified in the Debt Securities of such series.
At least 45 days (or such lesser number of days as the Trustee shall approve)
prior to the date on which a sinking fund payment with respect to the Debt
Securities of any series is due, the Company shall give written notice to the
Trustee of the Principal Amount of Debt Securities of such series registered in
the name of the Company (which shall be excluded from such redemption) and the
Trustee shall select, substantially pro rata or by lot, in such manner as it
shall deem appropriate and fair, the Principal Amount of Debt Securities of such
series to be redeemed in accordance with the terms of the Debt Securities of
such series after allowance for any credit elected under Section 5.4 and shall,
in the name and at the expense of the Company and as its agent, give notice of
such redemption, all in the manner provided for in Section 5.2, except that such
notice shall state that the Debt Securities of such series are being redeemed
for the sinking fund. The notice of redemption having been mailed as
hereinbefore provided, the Debt Securities or portions thereof called for
redemption shall become due and payable on the next succeeding date for
redemption specified in the Debt Securities of such series at the sinking fund
redemption price thereof, all in the manner and with the effect provided for in
Section 5.3.

                Any sinking fund payment not so required to be applied to the
redemption of Debt Securities of any series on the date for redemption specified
in the Debt Securities of such series next succeeding any sinking fund payment
date may, at the direction of the Company as evidenced by a Company Order, be
applied by the Trustee prior to the forty-fifth day preceding the next following
sinking fund payment date for such series, in such manner and from time to time,
in such amount as the Company may direct the Trustee in writing, so far as such
moneys shall be adequate, to the purchase for the sinking fund of Debt
Securities of such series or portions thereof, in the open market, from the
Company or otherwise, at prices (exclusive of accrued interest and brokerage
commissions) not in excess of the sinking fund redemption price for such series.
The Company agrees to pay to the Trustee, upon request, accrued interest and
brokerage commissions paid by the Trustee with respect to any Debt Securities of
such series so purchased by the Trustee and such accrued interest and brokerage
commissions shall not be charged against the sinking fund for such series.

                Any unused balance of sinking fund moneys with respect to Debt
Securities of any series remaining in the hands of the Trustee on the
forty-fifth day preceding the sinking fund payment date for such series in any
year shall be added to any sinking fund payment for such series to be made in
cash in such year, and together with such payment, if any, shall be applied to

                                       27



the redemption or purchase of Debt Securities of such series in accordance with
the provisions of this Section 5.5, provided that any sinking fund moneys so
remaining in the hands of the Trustee after the date specified in the Debt
Securities of such series and not utilized in the purchase of Debt Securities of
such series as provided in this Section 5.5 shall be applied by the Trustee to
the payment of Debt Securities at maturity.

                SECTION 5.6 Debt Securities no longer Outstanding after notice
to Trustee and deposit of cash. If the Company, having given notice to the
Trustee as provided in Section 5.1 or 5.2, shall have deposited with the Trustee
or the Paying Agent, for the benefit of the Holders of any Debt Securities of
any series or portions thereof called for redemption in whole or in part cash or
other form of payment if permitted by the terms of such Debt Securities (which
amount shall be immediately due and payable to the Holders of such Debt
Securities or portions thereof) in the amount necessary so to redeem all such
Debt Securities or portions thereof on the date fixed for redemption and
provision satisfactory to the Trustee shall have been made for the giving of
notice of such redemption, such Debt Securities, or portions thereof, shall
thereupon, for all purposes of this Indenture, be deemed to be no longer
Outstanding, and the Holders thereof shall be entitled to no rights thereunder
or hereunder, except the right to receive payment of the applicable redemption
price, together with interest accrued to the date fixed for redemption, on or
after the date fixed for redemption of such Debt Securities or portions thereof
and the right to convert such Debt Securities or portions thereof, if the terms
of such Debt Securities provide for convertibility pursuant to Section 2.2, at
or prior to the close of business on the date fixed for redemption.

                SECTION 5.7 Conversion arrangement on call for redemption. In
connection with any redemption of Debt Securities, the Company may arrange for
the purchase and conversion of any Debt Securities called for redemption by an
agreement with one or more investment bankers or other purchasers to purchase
such Debt Securities by paying to the Trustee or the Paying Agent in trust for
the Holders of Debt Securities, on or before 10:00 a.m. New York City time on
the redemption date, an amount no less than the redemption price, together with
interest, if any, accrued to the redemption date of such Debt Securities, in
immediately available funds. Notwithstanding anything to the contrary contained
in this Article V, the obligation of the Company to pay the redemption price of
such Debt Securities, including all accrued interest, if any, shall be deemed to
be satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Debt Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last day on which
Debt Securities of such series called for redemption may be converted in
accordance with this Indenture and the terms of such Debt Securities, subject to
payment of the above amount aforesaid. The Trustee or the Paying Agent shall
hold and pay to the Holders of Debt Securities whose Debt Securities are
selected for redemption any such amount paid to it in the same manner as it
would moneys deposited with it by the Company for the redemption of Debt
Securities. Without the Trustee's and the Paying Agent's prior written consent,
no arrangement between the Company and such purchasers for the purchase and
conversion of any Debt Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense

                                       28



arising out of or in connection with any such arrangement for the purchase and
conversion of any Debt Securities between the Company and such purchasers,
including the costs and expenses incurred by the Trustee and the Paying Agent in
the defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

                                   ARTICLE VI

                     SATISFACTION AND DISCHARGE OF INDENTURE

                SECTION 6.1 Satisfaction and discharge of Indenture with respect
to Debt Securities of any series. If (a) the Company shall deliver to the
Trustee for cancellation all Debt Securities of any series theretofore
authenticated (other than any such Debt Securities which shall have been
destroyed, lost or stolen and in lieu of or in substitution for which other such
Debt Securities shall have been authenticated and delivered or Debt Securities
for whose payment money (or other form of payment if permitted by the terms of
such Debt Securities) has theretofore been held in trust and thereafter repaid
to the Company, as provided in Section 6.3) and not theretofore cancelled, or
(b) the Company shall irrevocably deposit (subject to Section 6.3) with the
Trustee or Paying Agent as trust funds the entire amount in cash or U.S.
Government Obligations, or combination thereof, sufficient to pay at maturity or
upon redemption all of the Debt Securities of such series (other than any Debt
Securities which shall have been destroyed, lost or stolen and in lieu of or in
substitution for which other Debt Securities shall have been authenticated and
delivered or Debt Securities for whose payment money (or other form of payment
if permitted by the terms of such Debt Securities) has theretofore been held in
trust and thereafter repaid to the Company, as provided in Section 6.3) not
theretofore paid, surrendered or delivered to the Trustee for cancellation,
including the principal, premium, if any, make-whole amount, if any, and
interest due or to become due to such date of maturity or redemption date, as
the case may be, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company and the Company shall
deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each
stating that in the opinion of the signers all conditions precedent to the
satisfaction and discharge of this Indenture with respect to the Debt Securities
of such series have been complied with (and, in the event that such deposit
shall be made more than one year prior to the maturity of the Debt Securities of
such series, such Opinion of Counsel shall also state that such deposit will not
result in an obligation of the Company, the Trustee or the trust fund created by
such deposit to register as an investment company under the Investment Company
Act of 1940, as amended) and a certificate (upon which the Trustee may
conclusively rely) of a firm of independent public accounts of recognized
national standing selected by the Board of Directors (who may be the regular
accountants employed by the Company) stating that the cash, if any, and U.S.
Government Obligations, if any, or combination thereof, deposited as set forth
above are sufficient to pay at maturity or upon redemption all of the Debt
Securities of such series as set forth above, then, except with respect to the
remaining rights of conversion of any Debt Securities the terms of which provide
for conversion or to rights of exchange or registration of transfer or of the
Company's right of optional redemption of any Debt Securities of such series,
this Indenture shall cease to be of further effect with respect to the Debt
Securities of such series, and the Trustee, on demand of and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the

                                       29



Debt Securities of such series. Notwithstanding the satisfaction and discharge
of this Indenture with respect to the Debt Securities of such series, the
obligations of the Company to the Trustee under Section 11.2 shall survive, and
if moneys or U.S. Government Obligations, or combination thereof, shall have
been irrevocably deposited with the Trustee or Paying Agent pursuant to clause
(b) of this Section, the obligations of the Trustee under Section 6.2 and the
first paragraph of Section 6.3 shall survive.

                In order to have money available on a payment date to pay the
Principal of, premium, if any, make-whole amount, if any, or interest, if any,
on the Debt Securities, the U.S. Government Obligations shall be payable as to
Principal or interest on or before such payment date in such amounts as will
provide the necessary money. Such U.S. Government Obligations shall not be
callable at the issuer's option.

                SECTION 6.2 Deposits for payment or redemption of Debt
Securities to be held in trust. Subject to the provisions hereinafter contained
in this Article VI, any moneys or U.S. Government Obligations (or other form of
payments if permitted by the terms of such Debt Security) which at any time
shall be deposited by the Company, or on its behalf with the Trustee or Paying
Agent, for the purpose of paying or redeeming any of the Debt Securities of any
series shall be held in trust and applied by the Trustee to the payment to the
Holders of the particular Debt Securities for the payment or redemption of which
such moneys (or other form of payments if permitted by the terms of such Debt
Security) have been deposited, of all sums due and to become due thereon for
Principal, premium, if any, make-whole amount, if any, and interest, upon
presentation and surrender of such Debt Securities at the office or agency of
the Company maintained as provided in this Indenture. Neither the Company nor
the Trustee (except as provided in Section 11.2) nor any Paying Agent shall be
required to pay interest on any moneys so deposited.

                SECTION 6.3 Repayment of moneys. Any moneys or U.S. Government
Obligations deposited with the Trustee or any Paying Agent remaining unclaimed
by the Holders of Debt Securities for two years after the date upon which the
Principal of or interest on such Debt Securities shall have become due and
payable, shall (unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law) be repaid to the Company by the
Trustee or Paying Agent and such Holders shall (unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law) thereafter be entitled to look to the Company only for payment thereof;
provided, however, that, before being required to make any such payment to the
Company, the Trustee or Paying Agent shall, at the expense and written direction
of the Company, cause to be published once, in an Authorized Newspaper, a notice
that such moneys remain unclaimed and that, after the date set forth in said
notice, the balance of such moneys then unclaimed will be returned to the
Company.

                Upon satisfaction and discharge of this Indenture, all moneys
then held by any Paying Agent other than the Trustee hereunder shall, upon
demand of the Company, be repaid to it and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

                The Trustee or any Paying Agent shall deliver or pay to the
Company from time to time upon a request in writing by the Company any moneys or
U.S. Government Obligations (or the principal or interest on such U.S.
Government Obligations) held by it as provided in

                                       30



Section 6.1 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof to the Trustee,
are then in excess of the amount thereof which then would have been required to
be deposited for the purpose for which such money or U.S. Government Obligations
were deposited or received.

                                   ARTICLE VII

                              REMEDIES UPON DEFAULT

                SECTION 7.1 Events of Default defined -- acceleration of
maturity upon default -- waiver of default after acceleration. The following
events are hereby defined for all purposes of this Indenture (except where the
term is otherwise defined for specific purposes) as Events of Default with
respect to Debt Securities of a particular series, unless it is either
inapplicable to a particular series or is specifically deleted or modified as
contemplated by Section 2.2 for the Debt Securities of such series, in addition
to any other events as may be defined as Events of Default pursuant to Section
2.2 for the Debt Securities of such series:

                (a)     Failure of the Company to pay or provide for payment of
        the Principal of, premium, if any, or make-whole amount, if any, on any
        of the Debt Securities of such series, when and as the same shall become
        due and payable, whether at maturity thereof, by call for redemption,
        through any mandatory sinking fund, by redemption at the option of the
        Holder of any series of Debt Securities pursuant to the terms of such
        Debt Security, by declaration of acceleration or otherwise; or

                (b)     Failure of the Company to pay or provide for payment of
        any installment of interest on any of the Debt Securities of such
        series, when and as the same shall become due and payable, which failure
        shall have continued for a period of 30 days; or

                (c)     Failure of the Company to perform or observe any other
        of the covenants or agreements on the part of the Company in this
        Indenture or in the Debt Securities of such series (other than a
        covenant or agreement which has expressly been included in this
        Indenture solely for the benefit of Debt Securities of any series other
        than that series or is expressly made inapplicable to the Debt
        Securities of such series pursuant to Section 2.2), which failure shall
        have continued for a period of 30 days after written notice by certified
        or registered mail given to the Company by the Trustee hereunder or to
        the Company and to the Trustee from the Holders of not less than 25% of
        the aggregate Principal Amount of Debt Securities then Outstanding of
        such series under this Indenture specifying such Event of Default or
        failure and requesting that it be remedied and stating that such notice
        is a notice of an event which, if continued for 60 days after such
        written notice, will become an Event of Default;

                (d)     The Company or any Significant Subsidiary:

                        (1)     commences a voluntary case under any Bankruptcy
                Law,

                        (2)     consents to the entry of an order for relief
                against it in an involuntary case,

                                       31



                        (3)     consents to the appointment of a custodian or
                receiver of it or for all or substantially all of its property,

                        (4)     makes a general assignment for the benefit of
                its creditors, or

                        (5)     admits in writing to its inability to pay its
                debts generally as they become due;

                (e)     A court of competent jurisdiction enters an order or
        decree under any Bankruptcy Law that:

                        (i)     is for relief in an involuntary case against the
                Company or any Significant Subsidiary;

                        (ii)    appoints a custodian or receiver of the Company
                or any Significant Subsidiary or for all or substantially all of
                the property of any of the foregoing; or

                        (iii)   orders the liquidation of the Company or any
                Significant Subsidiaries;

                        (iv)    and such order or decree remains unstayed and in
                effect for 90 consecutive days;

                (f)     The failure to pay at final maturity (giving effect to
        any applicable grace periods and any extensions thereof) the stated
        Principal Amount of any indebtedness of the Company or any subsidiary of
        the Company, or the acceleration of the final stated maturity of any
        such Indebtedness (which acceleration is not rescinded, annulled or
        otherwise cured within 30 days of receipt by the Company or such
        subsidiary of notice of any such acceleration) if the aggregate
        Principal Amount of such indebtedness, together with the Principal
        Amount of any other such indebtedness in default for failure to pay
        principal at final stated maturity or which has been accelerated (in
        each case with respect to which the 30-day period described above has
        elapsed), aggregates $10.0 million or more at any time; or

                (g)     One or more judgments in an aggregate amount in excess
        of $10.0 million (net of any amounts covered by insurance as to which
        the insurer has acknowledged coverage) shall have been rendered against
        the Company or any of its subsidiaries and such judgments remain
        undischarged, unpaid or unstayed for a period of 60 days after such
        judgment or judgments become final and non-appealable.

                If one or more Events of Default (other than an Event of Default
specified in clauses (d) or (e) of the immediately preceding paragraph) shall
occur and be continuing with respect to Debt Securities then Outstanding of any
series, then, and in each and every such case, either the Trustee, by notice in
writing to the Company, or the Holders of not less than 25% in aggregate
Principal Amount of the Debt Securities then Outstanding of such series, by
notice in writing to the Company and to the Trustee, may declare the Principal
Amount (or, if the Debt Securities of such series are Original Issue Discount
Securities, such portion of the Principal Amount as may be specified in the
terms of the Debt Securities of such series) of all Debt

                                       32



Securities of such series and/or such other amount or amounts as the Debt
Securities or supplemental indenture with respect to such series may provide, if
not already due and payable, to be immediately due and payable; and upon any
such declaration all Debt Securities of such series shall become and be
immediately due and payable, anything in this Indenture or in any of the Debt
Securities of such series contained to the contrary notwithstanding; and if an
Event of Default specified in clause (d) or (e) of the immediately preceding
paragraph shall occur and be continuing with respect to Debt Securities then
Outstanding of any series, then all unpaid Principal of (or, if the Debt
Securities of such series are Original Issue Discount Securities, such portion
of the Principal Amount as may be specified in the terms of the Debt Securities
of such series) of all Debt Securities of such series and/or such other amount
or amounts as the Debt Securities or supplemental indenture with respect to such
series may provide, if not already due and payable, shall ipso facto become and
be immediately due and payable (without any declaration or other act on the part
of the Trustee or any Holder of such Debt Securities). The provisions of the
immediately preceding sentence, however, are subject to the condition that if,
at any time after the Principal of (and/or such other specified amount on) the
Debt Securities of such series shall so become due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Debt Securities of such series and the Principal of (and/or such other
specified amount), premium, if any, and make-whole amount, if any, on any and
all Debt Securities of such series which shall have become due otherwise than by
acceleration, with interest on such Principal (and/or such other specified
amount), premium, if any, and make-whole amount, if any, and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest, at the rate specified in the Debt Securities of such
series (or, if no such rate is specified, at the rate borne by the Debt
Securities of such series), to the date of such payment or deposit, and the
compensation and expenses of the Trustee, and any and all defaults under this
Indenture with respect to the Debt Securities of such series, other than the
nonpayment of Principal of (and/or such other specified amount), premium, if
any, or make-whole amount, if any, and accrued interest on Debt Securities of
such series which shall have become due by acceleration, shall have been
remedied, then and in every such case the Trustee shall, upon written request or
consent of the Holders of a majority in aggregate Principal Amount of the Debt
Securities then Outstanding of such series delivered to the Company and to the
Trustee, waive such default and its consequences and rescind or annul such
declaration and its consequences, but no such waiver, rescission or annulment
shall extend to or affect any subsequent default, or impair any right consequent
thereon.

                For all purposes under this Indenture, if the portion of the
Principal Amount as may be specified in the terms of any Original Issue Discount
Securities shall have been accelerated and declared due and payable pursuant to
the provisions hereof, then, from and after such declaration, unless such
declaration has been rescinded and annulled, payment of such portion of the
Principal Amount thereof, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.

                SECTION 7.2 Covenant of Company to pay to Trustee whole amount
due on default in payment of Principal or interest -- Trustee may recover
judgment for whole amount due -- application of moneys received by the Trustee.
In case the Company shall

                                       33



commit an Event of Default with respect to the Debt Securities of any series
described in Section 7.1(a) or (b), then, upon demand of the Trustee, the
Company shall pay to the Trustee, for the benefit of the Holders of the Debt
Securities then Outstanding of such series, the whole amount which then shall
have become due on all such Debt Securities of such series for Principal,
premium, if any, make-whole amount, if any, and interest, with interest on the
overdue Principal, premium, if any, and make-whole amount, if any, and (to the
extent that payment of such interest is enforceable under applicable law) upon
overdue installments of interest, at the rate specified in the Debt Securities
of such series (or, if no such rate is specified, at the rate borne by the Debt
Securities of such series), and in addition thereto, such additional amount as
shall be sufficient to cover the costs and expenses of collection, including the
compensation, expenses, liabilities, disbursements and advances of the Trustee,
any predecessor Trustee, their agents and counsel. In case the Company shall pay
the same in accordance with the provisions of this Section 7.2 and, prior to
such payment neither the Trustee nor the Holders of the Debt Securities then
Outstanding of such series shall have taken any steps to begin enforcing their
rights under this Indenture and so long as no additional Event of Default with
respect to the Debt Securities of such series shall have occurred, from and
after such payment, the Event of Default giving rise to the demand by the
Trustee pursuant to this Section 7.2 shall be deemed to be no longer continuing
and shall be deemed to have thereupon been remedied, cured or waived without
further action upon the part of either the Trustee or any of the Holders of Debt
Securities. In case the Company shall fail to pay the same forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute any judicial proceedings at law or in equity for the collection of the
sums so due and unpaid and may prosecute such proceedings to judgment or final
decree, and may enforce the same against the Company or any other obligor upon
the Debt Securities of such series and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon the Debt Securities of such series, wherever situated.
The right of the Trustee to recover such judgment shall not be affected by the
exercise of any other right, power or remedy for the enforcement of the
provisions of this Indenture.

                In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Debt Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal of any Debt
Securities shall then be due and payable as therein expressed or by declaration
of acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue Principal or interest)
shall be entitled and empowered to file and prove a claim for the whole amount
of principal, premium, if any, make-whole amount, if any, and interest owing and
unpaid in respect of the Debt Securities of any series for which it serves as
Trustee and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, any predecessor Trustee, their agents and counsel) and of the Holders
of Debt Securities of such series allowed in such judicial proceeding, and to
receive payment of or on account of such claims and to distribute the same after
the deduction of its charges and expenses; and any receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any judicial proceeding
is hereby irrevocably authorized and instructed by each of the Holders of Debt
Securities of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such

                                       34



payments directly to the Holders of Debt Securities of such series, to pay to
the Trustee any amount due it or any predecessor Trustee, for compensation and
expenses, including counsel fees incurred up to the date of such distribution.
Nothing contained in this Indenture shall be deemed to give to the Trustee any
right to accept or consent to any plan of reorganization, arrangement,
adjustment or composition affecting the Holders of Debt Securities or the rights
of any Holder of Debt Securities, or to authorize the Trustee to vote in respect
of the claim of any Holder of Debt Securities in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders of Debt Securities, vote
for the election of a trustee in bankruptcy or similar official and may be a
member of any creditors' committee.

                Any moneys or property received by the Trustee under this
Section 7.2 shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys or property on
account of Principal, premium, if any, make-whole amount, if any, or interest,
upon presentation of the several Debt Securities of the series in respect of
which such moneys were received, and stamping thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:

                First: To the payment of costs and expenses of collections, and
        compensation to the Trustee, its agents, attorneys and counsel, and all
        advances made and expenses and liabilities incurred by the Trustee,
        except as a result of its negligence or bad faith and all other amounts
        owing to the Trustee or any predecessor Trustee pursuant to Section 11.2
        hereof;

                Second: In case the Principal of the Outstanding Debt Securities
        in respect of which such moneys were received shall not have become due
        and be unpaid, to the payment of interest on such Debt Securities, in
        the order of the maturity of the installments of such interest, with
        interest (so far as may be lawful) upon the overdue installments of
        interest at the rate specified in such Debt Securities (or, if no such
        rate is specified, at the rate borne by the Debt Securities of such
        series), such payments to be made ratably to the persons entitled
        thereto;

                Third: In case the Principal of the Outstanding Debt Securities
        in respect of which such moneys were received and/or such other amount
        or amounts as the Debt Securities or supplemental indenture with respect
        to such series shall provide, shall have become due, by declaration or
        otherwise, to the payment of the whole amount then owing and unpaid upon
        such Debt Securities for Principal (and/or such other specified amount),
        premium, if any, make-whole amount, if any, and interest, with interest
        on the overdue Principal (and/or such other specified amount), premium,
        if any, make-whole amount, if any, and (so far as may be lawful) upon
        overdue installments of interest, at the rate specified in such Debt
        Securities (or, if no such rate is specified, at the rate borne by the
        Debt Securities of such series), and in case such moneys shall be
        insufficient to pay in full the whole amount so due and unpaid upon such
        Debt Securities, then to the payment of such Principal (and/or such
        other specified amount), premium, if any, make-whole amount, if any, and
        interest, with interest on the overdue Principal (and/or such other
        specified amount), premium, if any, make-whole amount, if any, and (so
        far as may be lawful) upon overdue installments of interest, at the rate
        specified in such Debt Securities (or, if no such rate is specified, at
        the rate borne by the Debt Securities of such series), without
        preference or priority of Principal (and/or such other specified
        amount),

                                       35



        premium, if any, and make-whole amount, if any, over interest, or of
        interest over Principal (and/or specified amount), premium, if any,
        make-whole amount, if any, or of any installment of interest over any
        other installment of interest, or of any such Debt Security over any
        other such Debt Security, ratably to the aggregate of such Principal
        (and/or such other specified amount), premium, if any, make-whole
        amount, if any, and accrued and unpaid interest; and

                Fourth: To the payment of the remainder, if any, to the Company,
        its successors or assigns, or to whomever may be so lawfully entitled to
        receive the same, or as a court of competent jurisdiction may direct.

                SECTION 7.3 Trustee may enforce rights of action without
possession of Debt Securities. All rights of action under this Indenture or any
of the Debt Securities Outstanding of any series hereunder enforceable by the
Trustee may be enforced by the Trustee without the possession of any of the Debt
Securities or the production thereof at the trial or other proceedings relative
thereto, and any such suit or proceeding instituted by the Trustee shall be
brought for the ratable benefit of the Holders of the Debt Securities with
respect to which the rights are being exercised, subject to the provisions of
this Indenture.

                SECTION 7.4 Delays or omissions not to impair any rights or
powers accruing upon default. No delay or omission of the Trustee or of the
Holders of Debt Securities to exercise any rights or powers accruing upon any
default which shall not have been remedied shall impair any such right or power,
or shall be construed to be a waiver of any such default or acquiescence
therein; and every power and remedy given by this Article VII to the Trustee and
the Holders of the Debt Securities of any series may be exercised from time to
time and as often as may be deemed expedient by the Trustee or by the Holders of
the Debt Securities of such series.

                Provided the Debt Securities of any series shall not then be due
and payable by reason of a declaration pursuant to Section 7.1 hereof, the
Holders of at least a majority in aggregate Principal Amount of the Debt
Securities of such series then Outstanding may on behalf of the Holders of all
of the Debt Securities of such series waive by written notice any past default
hereunder and its consequences, except a default in the payment of interest on
or principal, premium, if any, and make-whole amount, if any, of any of the Debt
Securities of such series. In the case of any such waiver, the Company, the
Trustee and the Holders of the Debt Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

                SECTION 7.5 Holders of at least a majority in aggregate
Principal Amount of Debt Securities of any series may direct exercise of
remedies. The Holders of at least a majority in aggregate Principal Amount of
the Debt Securities then Outstanding of any series shall have the right, by an
instrument in writing executed and delivered to the Trustee, to direct the time,
method and place of conducting any proceedings for any remedy available to the
Trustee, or of exercising any power or trust conferred upon the Trustee under
this Indenture, with respect to the Debt Securities of such series; provided,
however, that subject to the provisions of Section 11.1 of this Indenture, the
Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action or proceedings so

                                       36



directed may not lawfully be taken or if the Trustee in good faith shall, by
Responsible Officers, determine that the action or proceedings so directed would
involve the Trustee in personal liability, or would be unduly prejudicial to the
Holders of the Debt Securities of such series not joining in such direction, it
being understood that the Trustee (subject to Section 11.1) shall have no duty
to ascertain whether or not such actions or forebearances are unduly prejudicial
to such Holders, and the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

                SECTION 7.6 Limitation on suits by Holders of Debt Securities.
No Holder of any Debt Security of any series shall have the right to institute
any suit, action or proceeding, in equity or at law for the execution of any
trust or power hereof, or for the enforcement of any other remedy under or upon
this Indenture or the Debt Securities of such series, unless the Holders of a
majority in aggregate Principal Amount of the Debt Securities then Outstanding
of such series shall have made written request upon the Trustee and shall have
afforded to it a reasonable opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such suit, action or proceeding in its own
name, as Trustee hereunder, and shall have offered to the Trustee indemnity
satisfactory to the trustee against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee shall have not complied with such
request for 60 days after its receipt of such request and no direction
inconsistent with such request shall have been given to the Trustee pursuant to
Section 7.6; it being understood and intended that no one or more Holders of
Debt Securities of any series shall have any right under this Indenture or under
the Debt Securities, by his or their action, to enforce any right hereunder
except in the manner herein provided, and that all proceedings hereunder, at law
or in equity, shall be instituted, had and maintained in the manner herein
provided and for the ratable benefit of all Holders of the Debt Securities of
such series. Notwithstanding any provision of this Indenture to the contrary,
the right, which is absolute and unconditional, of any Holder of Debt Securities
to receive the payment of the Principal of, premium, if any, make-whole amount,
if any, and interest on his Debt Securities at and after the respective due
dates (including maturity by call for redemption, through any sinking fund,
declaration unless annulled pursuant to Section 7.1 hereof, or otherwise), of
such Principal, premium, if any, make-whole amount, if any, or interest, or the
right, which is also absolute and unconditional, of any Holder of Debt
Securities to require exchange or conversion of his Debt Securities pursuant to
the terms thereof if the terms of such Debt Securities provide for
exchangeability or convertibility, or the right to institute suit for the
enforcement of any such payment at or after such due dates or of such right to
exchange or convert, shall not be impaired or affected without the consent of
such Holder, and the obligation of the Company, which is also absolute and
unconditional, to pay the Principal of, premium, if any, make-whole amount, if
any, and interest on each of the Debt Securities to the respective Holders
thereof at the times and places in the Debt Securities expressed shall not be
impaired or affected.

                Notwithstanding anything to the contrary contained in this
Section 7.7, the parties to this Indenture and the Holders of Debt Securities
agree as follows:

                Any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and such court may in its discretion assess reasonable costs,

                                       37



including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided, however, that the provisions of this paragraph
shall not apply to any suit instituted, directly or through an agent or agents,
by the Trustee, to any suit instituted by any Holder of Debt Securities of any
series, or group of Holders of Debt Securities of any series, holding in the
aggregate more than 10% in aggregate Principal Amount of the Debt Securities
then Outstanding of such series or to any suit instituted by any Holder of Debt
Securities of any series for the enforcement of the payment of the Principal of,
premium, if any, make-whole amount, if any, or interest on, any Debt Security of
such series at or after the respective due dates of such principal, premium, if
any, make-whole amount, if any, or interest expressed in his Debt Security of
such series.

                SECTION 7.7 No Debt Securities owned or held by, for the account
of or for the benefit of the Company to be deemed Outstanding for purpose of
payment or distribution. No Debt Securities owned or held by, for the account of
or for the benefit of the Company or any Affiliate (other than Debt Securities
pledged in good faith which would be deemed Outstanding under the provisions of
Section 3.3) shall be deemed Outstanding for the purpose of any payment or
distribution provided for in this Article VII.

                SECTION 7.8 Company and Trustee restored to former position on
discontinuance or abandonment of proceedings. If the Trustee shall have
proceeded to enforce any right under this Indenture with respect to the Debt
Securities of any series, and such proceedings shall have been discontinued or
abandoned because of waiver, or for any other reason, or shall have been
determined adversely to the Trustee, then, and in any such case, the Company,
the Trustee and the Holders of Debt Securities of such series shall each be
restored to their former positions and rights hereunder, and all rights,
remedies and powers of the Trustee shall continue as though no such proceeding
had been taken.

                SECTION 7.9 Statement by Officers as to Default. The Company
shall deliver to the Trustee, as soon as possible and in any event within five
days after the Company becomes aware of the occurrence of any Event of Default
or an event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers' Certificate setting forth the details of such
Event of Default or default and the action which the Company proposes to take
with respect thereto.

                                  ARTICLE VIII

                EVIDENCE OF ACTION BY HOLDERS OF DEBT SECURITIES

                SECTION 8.1 Evidence of action by Holders of Debt Securities.
Any demand, request, consent, proxy or other instrument which this Indenture may
require or permit to be signed and executed by the Holders of Debt Securities of
any series may be in any number of concurrent instruments of similar tenor, and
may be signed or executed by such Holders of Debt Securities in person or by an
attorney duly authorized in writing. Proof of the execution of any such demand,
request, consent, proxy or other instrument, or of a writing appointing any such
attorney, shall be sufficient for any purpose of this Indenture if made in the
following manner: the fact and date of the execution by any person of such
demand, request, consent, proxy or other instrument or writing may be proved by
the certificate of any notary public, or other officer authorized to take
acknowledgments of deeds to be recorded in any state or country,

                                       38



that the person signing such request or other instrument or writing acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution.
Where such execution is by an officer of a corporation or association or a
member of a partnership on behalf of such corporation, association or
partnership, or by a trustee or other fiduciary, such certificate or affidavit
shall also constitute sufficient proof of his authority. The Trustee may
nevertheless in its discretion accept such other proof or require further proof
of any matter referred to in this Section 8.1 as it shall deem reasonable. The
ownership of Debt Securities shall be proved by the registry books or by a
certificate of the registrar thereof.

                The Trustee shall not be bound to recognize any person as a
Holder of Debt Securities of any series unless and until his title to the Debt
Securities of such series held by him is proved in the manner in this Article
VIII provided.

                Any demand, request, discretion, waiver, consent, vote or other
action of the Holder of any series of Debt Securities shall be conclusive and
shall bind all future Holders of the same Debt Security and of any series of
Debt Securities issued in exchange or substitution therefor irrespective of
whether or not any notation in regard thereto is made upon such Debt Security.
Any such Holder, however, may revoke the consent as to his Debt Security or
portion thereof. Such revocation shall be effective only if the Trustee receives
the written notice of revocation before the date the amendment, supplement,
waiver or other action becomes effective. An amendment, supplement, waiver or
other action shall become effective on receipt by the Trustee of written
consents from the Holders of Debt Securities of the requisite percentage in
aggregate Principal Amount of the Outstanding Debt Securities of the relevant
series. After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Holder of Debt Securities of each series of Debt
Securities so affected.

                The Company or the Trustee, as applicable, may set a date for
the purpose of determining the Holders of Debt Securities entitled to consent,
vote or take any other action referred to in this Section 8.1, which date shall
be not less than 10 days nor more than 60 days prior to the taking of the
consent, vote or other action.

                                   ARTICLE IX

                IMMUNITY OF SHAREHOLDERS, OFFICERS AND DIRECTORS

                SECTION 9.1 Immunity of stockholders, officers, directors and
employees. No past, present or future director, Officer, employee, incorporator,
agent, Affiliate or shareholder of the Company, as such, shall have any
liability for any obligations of the Company under the Debt Securities or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Debt Securities by accepting a
Debt Security waives and releases all such liabilities. The waiver and release
are part of the consideration for issuance of the Notes.

                                       39



                                    ARTICLE X

                      MERGER, CONSOLIDATION, SALE OR LEASE

                SECTION 10.1 Documents required to be filed with the Trustee
upon consolidation, merger, sale, transfer or lease -- execution of supplemental
indentures -- acts of successor corporation. Nothing in this Indenture or in the
Debt Securities shall prevent any consolidation or merger of the Company with or
into any other corporation, partnership or limited liability company, or any
consolidation or merger of any other corporation, partnership or limited
liability company with or into the Company, or any sale, transfer or lease of
all or substantially all of the property and assets of the Company to any other
corporation, partnership or limited liability company lawfully entitled to
acquire the same; provided, however, and the Company hereby covenants and
agrees, that any consolidation or merger of the Company with or into any other
corporation, partnership or limited liability company or the sale, transfer or
lease of all or substantially all of the property and assets of the Company and
its subsidiaries on a consolidated basis shall be upon the condition that (a)
the due and punctual payment of the Principal of, premium, if any, make-whole
amount, if any, and interest on all the Debt Securities according to their
tenor, and the due and punctual performance and observance of all the terms,
covenants and conditions of this Indenture to be kept or performed by the
Company shall, by a supplemental indenture hereto complying with the provisions
of Section 12.1, executed and delivered to the Trustee, be expressly assumed by
the corporation, partnership or limited liability company (other than the
Company) formed by or resulting from any such consolidation or merger, or which
shall have received the transfer or lease of all or substantially all of the
property and assets of the Company and its subsidiaries on a consolidated basis,
just as fully and effectually as if such successor corporation, partnership or
limited liability company had been an original party hereto; and (b) the Company
or such successor corporation, partnership or limited liability company, as the
case may be, shall not, immediately after such consolidation, merger, sale,
transfer or lease, be in default in the performance of any such covenant or
condition. Thereafter, unless otherwise specified pursuant to Section 2.2 for
the Debt Securities of any series, all obligations of the predecessor
corporation, partnership or limited liability company under the Debt Securities
of such series shall terminate. In the event of any such sale, transfer or
lease, the predecessor Company may be dissolved, wound up and liquidated at any
time thereafter.

                Every such successor corporation, partnership or limited
liability company, upon executing a supplemental indenture hereto as provided in
this Section 10.1 in form satisfactory to the Trustee, shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as the Company; and any order, certificate or resolution of the Board or
officers of the Company provided for in this Indenture may be made by like
officials of such successor corporation, partnership or limited liability
company. Such successor corporation, partnership or limited liability company
may thereupon cause to be signed, either in its own name or in the name of the
Company, with such suitable reference, if any, to such consolidation, merger,
sale, transfer or lease as may be required by the Trustee, any or all of the
Debt Securities which shall not theretofore have been signed by the Company and
authenticated by the Trustee or any Authenticating Agent; and upon the written
order of such successor corporation, partnership or limited liability company in
lieu of the Company, signed by not less than two Officers of such successor
corporation, partnership or limited liability company, and subject to

                                       40



all the terms, conditions and restrictions herein prescribed with respect to the
authentication and delivery of the Debt Securities, the Trustee or any
Authenticating Agent shall authenticate and deliver any and all Debt Securities
which shall have been previously signed by the proper Officers of the Company
and delivered to the Trustee or any Authenticating Agent for authentication and
any of such Debt Securities which such successor corporation, partnership or
limited liability company shall thereafter, in accordance with the provisions of
this Indenture, cause to be signed and delivered to the Trustee or any
Authenticating Agent for such purpose. All Debt Securities of any series so
authenticated and delivered shall in all respects have the same rank as the Debt
Securities of such series theretofore or thereafter authenticated and delivered
in accordance with the terms of this Indenture.

                Notwithstanding the foregoing, this Section 10.1 shall not apply
in the event, and to the extent, that any such consolidation, merger, sale,
transfer or lease described above is expressly permitted pursuant to the terms
of any supplemental indenture governing any series of Debt Securities, provided
that the Company complies with all conditions set forth in such supplemental
indenture for any such consolidation, merger, sale, transfer or lease.

                SECTION 10.2 Trustee may rely upon Opinion of Counsel. The
Trustee shall receive, subject to the provisions of Section 11.1 of this
Indenture, and be fully protected in relying upon an Officers' Certificate and
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed under the foregoing Section 10.1 complies with the foregoing conditions
and provisions of this Article X.

                                   ARTICLE XI

                             CONCERNING THE TRUSTEE

                SECTION 11.1 Certain Duties and Responsibilities.

                (a)     Except during the continuance of an Event of Default,

                        (1)     the Trustee undertakes to perform such duties
                and only such duties as are specifically set forth in this
                Indenture, and no implied covenants or obligations shall be read
                into this Indenture against the Trustee; and

                        (2)     in the absence of bad faith on its part, the
                Trustee may conclusively rely, as to the truth of the statements
                and the correctness of the opinions expressed therein, upon
                certificates or opinions furnished to the Trustee and conforming
                to the requirements of this Indenture; but in the case of any
                such certificates or opinions which by any provision hereof are
                specifically required to be furnished to the Trustee, the
                Trustee shall be under a duty to examine the same to determine
                whether or not they conform to the requirements of this
                Indenture (but need not confirm or investigate the accuracy of
                mathematical calculations or other facts stated therein).

                (b)     In case an Event of Default has occurred and is
        continuing, the Trustee shall exercise such of the rights and powers
        vested in it by this Indenture, and use the

                                       41



        same degree of care and skill in their exercise, as a prudent person
        would exercise or use under the circumstances in the conduct of his or
        her own affairs.

                (c)     No provision of this Indenture shall be construed to
        relieve the Trustee from liability for its own negligent action, its own
        negligent failure to act, or its own willful misconduct, except that

                        (1)     this Subsection shall not be construed to limit
                the effect of Subsection (a) of this Section;

                        (2)     the Trustee shall not be liable for any error of
                judgement made in good faith by a Responsible Officer, unless it
                shall be proved that the Trustee was negligent in ascertaining
                the pertinent facts;

                        (3)     the Trustee shall not be liable with respect to
                any action taken or omitted to be taken by it in good faith in
                accordance with the direction of the Holders of a majority in
                principal amount of the Outstanding Securities of any series,
                determined as provided in Sections 101, 104 and 512, relating to
                the time, method and place of conducting any proceeding for any
                remedy available to the Trustee, or exercising any trust or
                power conferred upon the Trustee, under this Indenture with
                respect to the Securities of such series; and

                        (4)     no provision of this Indenture shall require the
                Trustee to expend or risk its own funds or otherwise incur any
                financial liability in the performance of any of its duties
                hereunder, or in the exercise of any of its rights or powers, if
                it shall have reasonable grounds for believing that repayment of
                such funds or adequate indemnity against such risk or liability
                is not reasonably assured to it.

                (d)     Whether or not therein expressly so provided, every
        provision of this Indenture relating to the conduct or affecting the
        liability of or affording protection to the Trustee shall be subject to
        the provisions of this Section.

                (e)     Subject to the limitations set forth above in Section
        11.1:

                        (i)     the Trustee may conclusively rely and shall be
                protected in acting or refraining from action upon any
                resolution, certificate, opinion, notice, consent, request,
                order, appraisal, report, bond or other paper or document
                believed by it to be genuine and to have been signed or
                presented by the proper party or parties;

                        (ii)    before the Trustee acts or refrains from acting,
                the Trustee may consult with counsel of its selection and the
                advice of such counsel or any Opinion of Counsel shall be full
                and complete authorization and protection in respect of any
                action taken, suffered or omitted by it hereunder in good faith
                and in accordance with such advice or Opinion of Counsel;

                        (iii)   whenever in the administration of the trusts of
                this Indenture, prior to an Event of Default hereunder and after
                the curing or waiving of all Events of Default which may have
                occurred, the Trustee shall deem it necessary or desirable

                                       42



                that a matter be proved or established prior to taking,
                suffering or omitting any action hereunder, such matter (unless
                other evidence in respect thereof be herein specifically
                prescribed) may be deemed to be conclusively proved and
                established by an Officers' Certificate delivered to the
                Trustee, and such certificate shall be full warrant to the
                Trustee for any action taken, suffered or omitted by it under
                the provisions of this Indenture upon the faith thereof;

                        (iv)    the Trustee shall be under no obligation to
                exercise any of the trusts or powers hereof at the request,
                order or direction of any of the Holders of Debt Securities,
                pursuant to the provisions of this Indenture, unless such
                Holders of Debt Securities shall have offered to the Trustee
                indemnity satisfactory to the trustee against all the costs,
                expenses and liabilities which might be incurred therein;

                        (v)     the Trustee shall not be liable for any action
                taken or omitted to be taken by it in good faith and believed by
                it to be authorized or within the discretion or power conferred
                upon it by this Indenture;

                        (vi)    the Trustee shall not be bound to make any
                investigation into the facts or matters stated in any
                resolution, certificate, statement, instrument, opinion, report,
                notice, request, direction, consent, order, bond, debenture,
                note, other evidence of indebtedness or other paper or document,
                but the Trustee, in its discretion, may make such further
                inquiry or investigation into such facts or matters as it may
                see fit, and, if the Trustee shall determine to make such
                further inquiry or investigation, it shall be entitled to
                examine the books, records and premises of the Company,
                personally or by agent or attorney at the sole cost of the
                Company and shall incur no liability or additional liability of
                any kind by reason of such inquiry or investigation.

                        (vii)   the Trustee shall not be required to give any
                bond or surety in respect of the performance of its powers and
                duties hereunder;

                        (viii)  the Trustee may execute any of the trusts or
                powers hereunder or perform any duties hereunder either directly
                or by or through agents or attorneys, and the Trustee shall not
                be responsible for any misconduct or negligence on the part of
                any agent or attorney appointed with due care by it hereunder;
                and

                        (ix)    any request or direction of the Company
                mentioned herein shall be sufficiently evidenced by a Company
                Request or Company Order and any resolution of the Board of
                Directors may be sufficiently evidenced by a Board Resolution;

                        (x)     in no event shall the Trustee be responsible or
                liable for special, indirect, or consequential loss or damage of
                any kind whatsoever (including, but not limited to, loss of
                profit) irrespective of whether the Trustee has been advised of
                the likelihood of such loss or damage and regardless of the form
                of action;

                                       43



                        (xi)    the Trustee shall not be deemed to have notice
                of any Default or Event of Default unless a Responsible Officer
                of the Trustee has actual knowledge thereof or unless written
                notice of any event which is in fact such a default is received
                by the Trustee at the principal trust office of the Trustee, and
                such notice references the Debt Securities and this Indenture;

                        (xii)   the rights, privileges, protections, immunities
                and benefits given to the Trustee, including, without
                limitation, its right to be indemnified, are extended to, and
                shall be enforceable by, the Trustee in each of its capacities
                hereunder, and each agent, custodian and other person employed
                to act hereunder; and

                        (xiii)  the Trustee may request that the Company deliver
                an Officers' Certificate setting forth the names of individuals
                and/or titles of officers authorized at such time to take
                specified actions pursuant to this Indenture, which Officers'
                Certificate may be signed by any person authorized to sign an
                Officers' Certificate, including any person specified as so
                authorized in any such certificate previously delivered and not
                superseded.

                SECTION 11.2. Reimbursement and Indemnities. The Company agrees:

                (1)     to pay to the Trustee from time to time such
         compensation as the Company and the Trustee shall from time to time
         agree in writing for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                (2)     except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         compensation and the expenses and disbursements of its agents and
         counsel), except any such expense, disbursement or advance as may be
         attributable to its negligence or bad faith; and

                (3)     to indemnify each of the Trustee or any predecessor
         Trustee and their agents for, and to hold them harmless against, any
         and all loss, damage, claims, liability or expense, including taxes
         (other than taxes based upon, measured by or determined by the income
         of the Trustee), arising out of or in connection with the acceptance
         or administration of the trust or trusts hereunder, including the
         costs and expenses of defending itself against any claim (whether
         asserted by the Company, or any Holder or any other Person) or
         liability in connection with the exercise or performance of any of its
         powers or duties hereunder, or in connection with enforcing the
         provisions of this Section, except to the extent that such loss,
         damage, claim, liability or expense is due to its own negligence or
         bad faith.

         If any property other than cash shall at any time be subject to a
         lien in favor of the Holders of Debt Securities, the Trustee, if and
         to the extent authorized by a receivership or bankruptcy court of
         competent jurisdiction or by the supplemental instrument subjecting
         such property to such lien, shall be entitled to make advances for the
         purpose of preserving such property or of discharging tax liens or
         other prior liens or encumbrances thereon. The obligations of the
         Company under this Section 11.2 to compensate the Trustee and to
         indemnify, pay or reimburse the Trustee or any predecessor Trustee for
         expenses, disbursements and advances shall constitute additional
         indebtedness hereunder and shall survive the resignation or removal of
         the Trustee, the termination of this Indenture, and the satisfaction
         and discharge or any other termination pursuant to any Bankruptcy Law
         hereof. Such additional indebtedness shall be secured by a lien prior
         to that of the Debt Securities of all series with respect to which the
         Trustee acts as Trustee upon all property and funds held or collected
         by the Trustee as such, except funds held in trust for the benefit of
         the Holders of particular Debt Securities.

                The Trustee shall not be accountable for the use or application
by the Company of any Debt Securities authenticated and delivered hereunder or
of the proceeds of such Debt Securities, or for the use or application of any
moneys paid over by the Trustee in accordance with any provision of this
Indenture, or for the use or application of any moneys received by any paying
agent.

                All moneys received by the Trustee in trust under or pursuant to
any provision of this Indenture shall constitute trust funds for the purposes
for which they were paid or were held, but need not be segregated in any manner
from any other moneys and may be deposited by the Trustee, under such conditions
as may be prescribed by law, in its general banking department, and the Trustee
shall not be liable for any interest thereon, except as otherwise agreed with
the Company.

                                       44



                  The parties hereto, and the Holders of Debt Securities by
their acceptance of their Debt Securities, hereby agree, that when the Trustee
incurs expenses and renders services after an Event of Default occurs, such
expenses and the compensation for such services are intended by the Holders of
the Debt Securities and Company to constitute expenses of administration under
any Bankruptcy Law.

                SECTION 11.3 Trustee to give Holders of Debt Securities notice
of default. The Trustee shall give to the Holders of Debt Securities of any
series notice of the happening of all defaults with respect to the Debt
Securities of such series known to it, within 90 days after the occurrence
thereof unless such defaults shall have been cured before the giving of such
notice; provided, however, that, except in the case of a default resulting from
the failure to make any payment of Principal of, premium, if any, make-whole
amount, if any, or interest on the Debt Securities of any series, or in the
payment of any mandatory sinking fund installment with respect to the Debt
Securities of such series, the Trustee may withhold the giving of such notice if
and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders
of Debt Securities of such series. For the purpose of this Section 11.3, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default. Such notice shall be given to the
Holders of Debt Securities of such series in the manner and to the extent
provided in subsection (c) of Section 11.10.

                SECTION 11.4 Trustee acquiring conflicting interest must
eliminate it or resign. Reference is made to Section 310(b) of the Trust
Indenture Act. There shall be excluded under Section 310(b)(1) thereof this
Indenture with respect to the Debt Securities of any series other than the Debt
Securities of the first series.

                SECTION 11.5 Eligibility of Trustee. There shall at all times be
a corporate Trustee under this Indenture which shall be a bank or trust company
organized and doing business under the laws of the United States or of any State
or the District of Columbia and having a combined capital and surplus of not
less than $50,000,000 which is authorized under the laws of its jurisdiction of
incorporation to exercise corporate trust powers and is subject to supervision
or examination by Federal, State or District of Columbia authority and which has
an office or agency in New York, New York. If the Trustee publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, the combined capital of the
Trustee shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If the Trustee shall at any
time cease to meet the foregoing standards of eligibility, then such Trustee
shall resign immediately in the manner and with the effect specified in Section
11.6.

                SECTION 11.6 Resignation or removal of Trustee.

                (a)     Subject to the limitations contained in subsection (d)
        of this Section 11.6, the Trustee may resign and be discharged from the
        trust hereby created with respect to the Debt Securities of one or more
        series by giving notice thereof to the Company in the manner and to the
        extent provided in subsection (c) of Section 11.10. Upon receiving such
        notice of resignation, the Company shall promptly appoint a successor
        trustee or trustees (it being understood that any such successor trustee
        may be appointed with respect to the Debt Securities of one or more or
        all of such series with respect to which

                                       45



        the resigning trustee has resigned and that at any time there shall be
        only one trustee with respect to the Debt Securities of any particular
        series) by written instrument, in duplicate, executed by order of the
        Board of Directors, one copy of which instrument shall be delivered to
        the resigning trustee and one copy to the successor trustee. If no
        successor trustee shall have been so appointed and have accepted
        appointment within 60 days after the mailing of such notice of
        resignation, the resigning trustee may, at the expense of the Company,
        petition any court of competent jurisdiction for the appointment of a
        successor trustee, or any Holder of Debt Securities of such series who
        has been a bona fide Holder of a Debt Security or Debt Securities of
        such series for at least six months may on behalf of himself and all
        others similarly situated, petition any such court for the appointment
        of a successor trustee. Such court may thereupon, after such notice, if
        any, as it may deem proper and prescribe, appoint a successor trustee.

                (b)     In case at any time any of the following shall occur:

                        (1)     the Trustee shall fail to comply with the
                provisions of Section 11.4 with respect to the Debt Securities
                of any series after written request therefor by the Company or
                by any Holder of Debt Securities of such series who has been a
                bona fide Holder of a Debt Security or Debt Securities of such
                series for at least six months; or

                        (2)     the Trustee shall cease to be eligible in
                accordance with the provisions of Section 11.5 with respect to
                the Debt Securities of any series and shall fail to resign after
                written request therefor by the Company or by any such Holder of
                Debt Securities; or

                        (3)     the Trustee shall become incapable of acting, or
                shall be adjudged a bankrupt or insolvent, or a receiver of the
                Trustee or of its property shall be appointed, or any public
                officer shall take charge or control of the Trustee or of its
                property or affairs

        then, in any such case, the Company may remove the Trustee with respect
        to all Debt Securities of such series and appoint a duly qualified
        successor trustee by written instrument, in duplicate, executed by order
        of the Board of Directors of the Company, one copy of which instrument
        shall be delivered to the Trustee so removed and one copy to the
        successor trustee so appointed, or, subject to the provisions of Section
        7.7, any Holder of Debt Securities who has been a bona fide Holder of a
        Debt Security or Debt Securities of such series for at least six months
        may, on behalf of himself and all others similarly situated, petition
        any court of competent jurisdiction for the removal of the Trustee with
        respect to all Debt Securities of such series and the appointment of a
        successor trustee. Such court may thereupon after such notice, if any,
        as it may deem proper and prescribe, remove the Trustee and appoint a
        duly qualified successor trustee with respect to the Debt Securities of
        such series.

                (c)     The Holders of at least a majority in aggregate
        Principal Amount of the Debt Securities then Outstanding of any series
        may at any time remove the Trustee and appoint a duly qualified
        successor trustee with respect to such series by delivery to the Trustee
        so removed, to the successor trustee and to the Company of the evidence

                                       46



        provided for in Section 8.1 of the action in that regard taken by
        Holders of Debt Securities.

                (d)     Any resignation or removal of the Trustee and any
        appointment of a duly qualified successor trustee pursuant to any of the
        provisions of this Section shall become effective upon acceptance of
        appointment by the successor trustee as provided in Section 11.7.

                SECTION 11.7 Acceptance by successor Trustee.

                (a)     In case of the appointment hereunder of a successor
        trustee with respect to all Debt Securities, every duly qualified
        successor trustee so appointed under any of the methods herein provided
        shall execute, acknowledge and deliver to its predecessor trustee and to
        the Company an instrument in writing accepting such appointment
        hereunder and thereupon such successor trustee, without any further act,
        deed or conveyance, shall become fully vested with the rights, powers,
        trusts, duties and obligations of its predecessor in the trust hereunder
        with like effect as if originally named as Trustee herein. The
        predecessor trustee shall, nevertheless, at the written request of the
        successor trustee, pay over to the successor trustee all moneys at the
        time held by it herein; and the Company and the predecessor trustee upon
        payment or provision therefor of any amounts then due the predecessor
        trustee pursuant to the provisions of Section 11.2, shall execute and
        deliver such instruments and do such other things as may reasonably be
        required for more fully and certainly vesting and confirming in the
        successor trustee all such rights, powers, trusts, duties and
        obligations. The Company shall promptly give notice of the appointment
        of such successor trustee to the Holders of Debt Securities in the
        manner and to the extent provided in subsection (c) of Section 11.10.

                (b)     In case of the appointment hereunder of a successor
        trustee with respect to the Debt Securities of one or more (but not all)
        series, the Company, the predecessor trustee and each successor trustee
        with respect to the Debt Securities of such series shall execute and
        deliver an indenture supplemental hereto wherein each successor trustee
        shall accept such appointment and which (i) shall contain such
        provisions as shall be necessary or desirable to transfer and confirm
        to, and to vest in, each successor trustee all the rights, powers,
        trusts and duties of the predecessor trustee with respect to the Debt
        Securities of such series to which the appointment of such successor
        trustee relates, (ii) if the predecessor trustee is not retiring with
        respect to all Debt Securities of such series, shall contain such
        provisions as shall be deemed necessary or desirable to confirm that all
        the rights, powers, trusts and duties of the predecessor trustee with
        respect to the Debt Securities of such series as to which the
        predecessor trustee is not retiring shall continue to be vested in the
        predecessor trustee, and (iii) shall add to or change any of the
        provisions of this Indenture as shall be necessary to provide for or
        facilitate the administration of the trusts hereunder by more than one
        Trustee, it being understood that nothing herein or in such supplemental
        indenture shall constitute such Trustees co-trustees of the same trust
        and that each such Trustee shall be trustee of a trust or trusts
        hereunder separate and apart from any trust or trusts hereunder
        administered by any other such Trustee; and upon the execution and
        delivery of such supplemental indenture the resignation or removal of
        the predecessor trustee shall become effective to the extent provided
        therein and each such successor trustee, without any further act, deed
        or

                                       47



        conveyance, shall become vested with all the rights, powers, trusts and
        duties of the predecessor trustee with respect to the Debt Securities of
        such series to which the appointment of such successor trustee relates;
        but, on request of the Company or any successor trustee, such
        predecessor trustee upon payment of its charges shall duly assign,
        transfer and deliver to such successor trustee all property and money
        held by such predecessor trustee hereunder with respect to the Debt
        Securities of such series to which the appointment of such successor
        trustee relates. Upon request of any such successor trustee, the Company
        shall execute any and all instruments for more fully and certainly
        vesting in and confirming to such successor trustee all such rights,
        powers and trusts referred to in this subsection (b) of this Section.

                SECTION 11.8 Successor to Trustee by merger or consolidation,
etc. Any corporation or national banking association into which the Trustee may
be merged, or with which it may be consolidated, or to which the Trustee
transfers all or substantially all of its corporate trust assets, or any
corporation or national banking association resulting from any merger or
consolidation or conversion to which the Trustee shall be a party, shall be the
successor trustee under this Indenture without the execution or filing of any
instruments or any further act on the part of any of the parties hereto.

                In case at the time such successor trustee shall succeed to the
trusts created by this Indenture any of the Debt Securities shall have been
authenticated but not delivered, any such successor trustee may adopt the
certificate of authentication of its predecessor trustee, and deliver such Debt
Securities so authenticated; and in case at that time any of the Debt Securities
shall not have been authenticated, any successor trustee may authenticate such
Debt Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of authentication of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
any predecessor trustee or authenticate Debt Securities in the name of any
predecessor trustee shall apply only to its successor or successors by merger,
conversion or consolidation.

                SECTION 11.9 Preferential Collection of Claims. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Debt Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).

                SECTION 11.10 Reports by Trustee

                (a)     The Trustee shall transmit to Holders such reports
        concerning the Trustee and its actions under this Indenture as may be
        required pursuant to the Trust indenture Act at the times and in the
        manner provided pursuant thereto. If required by Section 313(a) of the
        Trust Indenture Act, the Trustee shall, within sixty days after each
        [ ] following the date of the initial issuance of Debt Securities under
        this Indenture deliver to Holders a brief report, dated as of such [ ],
        which complies with the provisions of such Section 313(a).

                (b)     A copy of each such report shall, at the time of such
        transmission to Holders, be filed by the Trustee with each stock
        exchange, if any, upon which the Debt Securities are listed, with the
        Commission and with the Company. The Company will promptly notify the
        Trustee in writing when the Debt Securities are listed on any stock
        exchange and of any delisting thereof.

                SECTION 11.11 Preservation of information by Trustee -- Trustee
to give certain information to Holders of Debt Securities upon application. The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information furnished it pursuant to Section 4.6(d) hereof or received by it as
Debt Security registrar hereunder. The Trustee may destroy such information upon
receipt of new information updating information previously furnished.

                SECTION 11.12 Trustee may hold Debt Securities and otherwise
deal with Company. The Trustee, the Debt Security registrar, any paying agent or
any other agent of the Company in its individual or any other capacity may buy,
own, hold and sell any of the Debt Securities or any other evidences of
indebtedness or other securities, whether heretofore or hereafter created or
issued, of the Company or any subsidiary or Affiliate with the same rights it

                                       48



would have if it were not Trustee, Debt Security registrar, paying agent or such
other agent; and subject to the provisions of this Article XI, the Trustee may
engage or be interested in any financial or other transaction with the Company
or any subsidiary or Affiliate, including, without limitation, secured and
unsecured loans to the Company or any subsidiary or Affiliate; and may maintain
any and all other general banking and business relations with the Company and
any subsidiary or Affiliate with like effect and in the same manner and to the
same extent as if the Trustee were not a party to this Indenture; and no implied
covenant shall be read into this Indenture against the Trustee in respect of any
such matters.

                SECTION 11.13 Trustee may comply with any rule, regulation or
order of the Securities and Exchange Commission. The Trustee may comply in good
faith with any rule, regulation or order of the Securities and Exchange
Commission made pursuant to the terms and provisions of the Trust Indenture Act
and shall be fully protected in so doing notwithstanding that such rule,
regulation or order may thereafter be amended or rescinded or determined by
judicial or other authority to be invalid for any reason, but nothing herein
contained shall require the Trustee to take any action or omit to take any
action in accordance with such rule, regulation or order, except as is in this
Indenture otherwise required.

                SECTION 11.14 Appointment of Authenticating Agent. The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Debt Securities which shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, registration
of transfer or partial redemption or partial conversion thereof, and if the
Trustee is required to appoint one or more Authenticating Agents with respect to
any series of Debt Securities, to authenticate Debt Securities of such series
and to take such other actions as are specified in Sections 2.4, 2.8, 2.11 and
5.2, and Debt Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Debt Securities by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent (except in respect of original issue and
Section 2.9). Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a corporation organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $1,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 11.14, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 11.14, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 11.14.

                Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation

                                       49



succeeding to the corporate agency or corporate trust business of such
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section 11.14, without
the execution or filing of any paper or any further act on the part of the
Trustee or such Authenticating Agent.

                An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice or
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 11.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall provide
notice to the Holders of the Debt Securities of the series as to which the
Authenticating Agent will serve as provided in Section 3.9. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 11.14.

                The Company agrees to pay each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

                If all of the Debt Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Debt Securities upon original issuance located where the Company
wishes to have Debt Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 3.8 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section 11.14 an Authenticating
Agent having an office in a place designated by the Company with respect to such
series of Debt Securities.

                                   ARTICLE XII

                             SUPPLEMENTAL INDENTURES

                SECTION 12.1 Company and Trustee may enter into supplemental
indenture for special purposes. Without the consent of any of the Holders of
Debt Securities, the Company, when authorized by resolution of its Board of
Directors, and, upon receipt of an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture, is
duly authorized by all necessary corporate action, constitutes the valid and
binding obligation of the Company and is in compliance with applicable law, the
Trustee from time to time and at any time, subject to the conditions and
restrictions in this Indenture contained, may enter into an indenture or
supplemental indentures in form satisfactory to the Trustee, which thereafter
shall form a part hereof, for any one or more of the following purposes:

                (a)     to add to the covenants and agreements of the Company in
        this Indenture contained, other covenants and agreements thereafter to
        be observed for the benefit of the Holders of all or any series of Debt
        Securities (and if such covenants and agreements are to be for the
        benefit of less than all series of Debt Securities, stating that such
        covenants

                                       50



        and agreements are expressly being included solely for the benefit of
        such series) or to surrender any right or power herein reserved to or
        conferred upon the Company; or

                (b)     to cure any ambiguity or to cure, correct or supplement
        any defect or inconsistent provision contained in this Indenture or in
        any supplemental indenture; or

                (c)     to make such provisions in regard to matters or
        questions arising under this Indenture which may be necessary or
        desirable, or otherwise change this Indenture in any manner which shall
        not adversely affect the interests of the Holders of Debt Securities of
        any series; or

                (d)     to evidence the succession of another corporation to the
        Company, or successive successions, and the assumption by the successor
        corporation of the covenants, agreements and obligations of the Company
        pursuant to Article X and to provide for the adjustment of conversion or
        exchange rights with respect to any Debt Securities, provided that such
        adjustment is made in accordance with the provisions of such Debt
        Securities or the resolution of the Board of Directors or the
        supplemental indenture pursuant to which such Debt Securities were
        issued; or

                (e)     to establish the form or terms of the Debt Securities of
        any series as permitted by Sections 2.1 and 2.2; or

                (f)     to change or eliminate any of the provisions of this
        Indenture, provided that, except as otherwise contemplated by Section
        2.2(11), any such change or elimination shall become effective only when
        there is no Debt Security outstanding of any series created prior
        thereto which is entitled to the benefit of such provision; or

                (g)     to add or change any of the provisions of this Indenture
        to such extent as shall be necessary to permit or facilitate the
        issuance of Debt Securities in bearer form, registrable or not
        registrable as to principal, and with or without interest coupons, or to
        provide for uncertificated Debt Securities in addition to certificated
        Debt Securities (so long as any "registration-required obligation"
        within the meaning of Section 163(f)(2) of the Code is in registered
        form for purposes of the Code); or

                (h)     to amend or supplement any provision contained herein,
        which was required to be contained herein in order for this Indenture to
        be qualified under the Trust Indenture Act, if the Trust Indenture Act
        or regulations thereunder change what is so required to be included in
        qualified indentures, in any manner not inconsistent with what then may
        be required for such qualification; or

                (i)     to add any additional Events of Default (and if such
        Events of Default are to be applicable to less than all series of Debt
        Securities, stating that such Events of Default are expressly being
        included solely to be applicable to such series); or

                (j)     to convey, transfer, assign, mortgage or pledge to the
        Trustee as security for the Debt Securities of one or more series any
        property or assets; or

                                       51



                (k)     to add to or change any of the provisions of this
        Indenture as contemplated in Section 11.7(b);

and the Company hereby covenants that it will fully perform all the requirements
of any such supplemental indenture which may be in effect from time to time.
Nothing in this Article XII contained shall affect or limit the right or
obligation of the Company to execute and deliver to the Trustee any instrument
of further assurance or other instrument which elsewhere in this Indenture it is
provided shall be delivered to the Trustee.

                The Trustee shall join with the Company in the execution of any
such supplemental indenture, make any further appropriate agreements and
stipulations which may be therein contained and accept the conveyance, transfer,
assignment, mortgage or pledge of any property thereunder, but the Trustee shall
not be obligated to enter into any such supplemental indenture which adversely
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

                Any supplemental indenture authorized by the provisions of this
Section 12.1 may be executed by the Company and the Trustee without the consent
of the Holders of any of the Debt Securities at the time Outstanding,
notwithstanding any of the provisions of Section 12.2.

                SECTION 12.2 Modification of Indenture with consent of Holders
of Debt Securities. With the consent (evidenced as provided in Section 8.1) of
the Holders of at least a majority in aggregate Principal Amount of the Debt
Securities at the time Outstanding of each series affected by such supplement,
the Company, when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
supplemental indentures for the purpose of adding any provision to or changing
in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of such series of the Debt Securities; provided, however, that no such
supplemental indenture shall (i) extend the time or times of payment of the
Principal of, premium, if any, make-whole amount, if any, or the interest on,
any series of Debt Securities, or reduce the Principal Amount of, premium, if
any, make-whole amount, if any, or the rate of interest on, any series of Debt
Securities (and/or such other amount or amounts as any Debt Securities or
supplemental indentures with respect thereto may provide to be due and payable
upon declaration of acceleration of the maturity thereof pursuant to Section
7.1) or change the currency of payment of Principal of, premium, if any,
make-whole amount, if any, or interest on, any series of Debt Securities or
reduce any amount payable on redemption thereof or alter or impair the right to
convert the same at the rate and upon the terms provided in the Indenture or
alter or impair the right to require redemption at the option of the Holder,
without the consent of the Holder of each Debt Security so affected, or (ii)
reduce the percentage of Debt Securities of any series, the vote or consent of
the Holders of which is required for such modifications and alterations, without
the consent of the Holders of all Debt Securities then Outstanding of such
series under the Indenture. Notwithstanding the foregoing, no consent of the
Holders of any series of Debt Securities shall be necessary to permit the
execution of a supplemental indenture to provide for the adjustment of
conversion or exchange rights with respect to any Debt Securities, provided that
such adjustment is made in accordance with the provisions of such Debt
Securities or the resolution of the Board of Directors or the supplemental
indenture pursuant to which such Debt Securities were issued.

                                       52



                Upon the request of the Company, accompanied by a Certified
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Holders of Debt
Securities as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may, in its discretion, but shall not be
obligated, to enter into such supplemental indenture.

                It shall not be necessary for the consent of the Holders of Debt
Securities under this Section 12.2 to approve the particular form of any
proposed supplemental indenture, but is shall be sufficient if such consent
shall approve the substance thereof.

                A supplemental indenture which changes or eliminates any
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Debt Securities, or which modifies
the rights of the Holders of Debt Securities of such series with respect to such
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Debt Securities of any other series.

                SECTION 12.3 Effect of supplemental indentures. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article XII, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of Debt Securities shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

                The Trustee, subject to the provisions of Section 11.1, may
receive an Opinion of Counsel as conclusive evidence that any such supplemental
indenture complies with the provisions of this Article XII.

                SECTION 12.4 Supplemental indentures to conform to Trust
Indenture Act. Any supplemental indenture executed and delivered pursuant to the
provisions of this Article XII shall conform in all respects to the requirements
of the Trust Indenture Act as then in effect.

                SECTION 12.5 Notation on or exchange of Debt Securities. If an
amendment, supplement or waiver changes the terms of a Debt Security of any
series, the Trustee may require the Holder of the Debt Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Debt Security
about the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Debt
Security of any series shall issue and the Trustee shall authenticate a new Debt
Security of such series that reflects the changed terms.

                                       53



                IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.

                                             OMNOVA SOLUTIONS INC.

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                             THE BANK OF NEW YORK, as Trustee

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:

                                       54

EX-5.1

                                                                     EXHIBIT 5.1

                             [Jones Day Letterhead]

                                February 5, 2004

OMNOVA Solutions Inc.
175 Ghent Road
Fairlawn, Ohio 44333

         Re:   Registration Statement on Form S-3 filed by OMNOVA Solutions Inc.

Ladies and Gentlemen:

        We have acted as counsel for OMNOVA Solutions Inc., an Ohio corporation
(the "Company"), in connection with the authorization of the issuance and sale
from time to time, on a delayed basis, by the Company of: (i) debt securities
("Debt Securities"), in one or more series, which may be senior or subordinated
in priority of payment, certain of which may be convertible into or exchangeable
for common shares, par value $0.10 per share, of the Company (the "Common
Shares") or shares of serial preferred stock, par value $1.00 per share, of the
Company ("Serial Preferred Stock") or issuable upon the conversion or exchange
of shares of Serial Preferred Stock or the exercise of a warrant to purchase
Debt Securities; (ii) Common Shares; (iii) shares of Serial Preferred Stock,
certain of which may be convertible into or exchangeable for Common Shares or
Debt Securities or issuable upon the exercise of a warrant to purchase Serial
Preferred Stock; (iv) depositary shares representing fractional interests in
Serial Preferred Stock (the "Depositary Shares") or issuable upon the exercise
of a warrant to purchase Depositary Shares; and (v) warrants to purchase Common
Shares, Serial Preferred Stock, Depositary Shares or Debt Securities
("Warrants," such Debt Securities, Common Shares, Serial Preferred Stock,
Depositary Shares and Warrants are collectively referred to herein as, the
"Securities" and each, a "Security"), in each case as contemplated by the
Company's Registration Statement on Form S-3 to which this opinion has been
filed as an exhibit (the "Registration Statement"). The Securities may be issued
from time to time pursuant to Rule 415 under the Securities Act of 1933 (the
"Securities Act").

        In connection with the opinions expressed herein, we have examined such
documents, records and matters of law as we have deemed relevant or necessary
for purposes of this opinion. Based on the foregoing, and subject to further
limitations, qualifications and assumptions set forth herein, we are of the
opinion that:


   1.   The Debt Securities, upon receipt by the Company of such lawful
        consideration therefor as the Company's Board of Directors (or a duly
        authorized committee thereof) may determine, will constitute valid and
        binding obligations of the Company.

   2.   The Common Shares, upon receipt by the Company of such lawful
        consideration therefor having a value not less than the par value
        thereof as the Company's Board of Directors (or a duly authorized
        committee thereof) may determine, will be validly issued, fully paid and
        nonassessable.

   3.   The shares of Serial Preferred Stock, upon receipt by the Company of
        such lawful consideration therefor having a value not less than the par
        value thereof as the



OMNOVA Solutions Inc.
February 5, 2004
Page 2

        Company's Board of Directors (or a duly authorized committee thereof)
        may determine, will be validly issued, fully paid and nonassessable.

   4.   The Depositary Shares, upon receipt by the Company of such lawful
        consideration therefor as the Company's Board of Directors (or a duly
        authorized committee thereof) may determine, will be validly issued.

   5.   The Warrants, upon receipt by the Company of such lawful consideration
        therefor as the Company's Board of Directors (or a duly authorized
        committee thereof) may determine, will constitute valid and binding
        obligations of the Company.

        In rendering the foregoing opinions, we have assumed that: (i) the
Registration Statement, and any amendments thereto, will have become effective;
(ii) a prospectus supplement describing each class and/or series of Securities
offered pursuant to the Registration Statement, to the extent required by
applicable law and relevant rules and regulations of the Securities and Exchange
Commission (the "Commission"), will be timely filed with the Commission; (iii)
the definitive terms of each class and/or series of Securities will have been
established in accordance with the authorizing resolutions of the Company's
Board of Directors (or a duly authorized committee thereof), the Company's
Articles of Incorporation and applicable law; (iv) the Company will issue and
deliver the Securities in the manner contemplated by the Registration Statement
and any Securities, including Common Shares, Serial Preferred Stock or Debt
Securities issuable upon conversion, exchange, or exercise of any other
security, will have been duly authorized and reserved for issuance from the
applicable class of capital stock of the Company, in each case within the limits
of such class of capital stock then remaining authorized but unreserved and
unissued; (v) the resolutions authorizing the Company to issue, offer and sell
the Securities will have been adopted by the Company's Board of Directors (or a
duly authorized committee thereof) and will be in full force and effect at all
times at which the Securities are offered or sold by the Company; and (vi) all
Securities will be issued in compliance with applicable federal and state
securities laws.

        With respect to any Securities consisting of any series of Debt
Securities, we have further assumed that: (i) an Indenture with respect to such
Debt Securities will have been duly executed and delivered by the Company and
the applicable Trustee in a form approved by us, and such Indenture will have
been qualified under the Trust Indenture Act of 1939; (ii) all terms of such
Debt Securities not provided for in the applicable Indenture will have been
established in accordance with the provision of the applicable Indenture and
reflected in appropriate documentation approved by us and, if applicable, duly
executed and delivered by the Company and the applicable Trustee; and (iii) such
Debt Securities will be duly executed, authenticated, issued and delivered in
accordance with the provisions of the applicable Indenture.

        With respect to any Securities consisting of Serial Preferred Stock, we
have further assumed that the Company issues and delivers the shares after the
filing with the Secretary of State of the State of Ohio of a certificate of
amendment to the Company's Articles of Incorporation, approved by us,
establishing the designations, preferences and rights of the class or series of
the Serial Preferred Stock being issued. With respect to any Securities
consisting of



OMNOVA Solutions Inc.
February 5, 2004
Page 3

Depositary Shares, we have further assumed that the Depositary Shares are (i)
issued and delivered after due authorization, execution and delivery of the
deposit agreement, approved by us, relating to the Depositary Shares to be
entered into between the Company and an entity (the "Depositary") selected by
the Company to act as depository (the "Deposit Agreement"), and (ii) issued
after the Company deposits with the Depositary shares of the Serial Preferred
Stock to be represented by such Depositary Shares that are duly authorized,
validly issued and fully paid as contemplated by the Registration Statement and
the Deposit Agreement. With respect to any Securities consisting of Warrants, we
have further assumed that (i) the warrant agreement, approved by us, relating to
the Warrants (the "Warrant Agreement") to be entered into between the Company
and an entity selected by the Company to act as the warrant agent (the "Warrant
Agent") will have been duly authorized, executed and delivered by the Company,
and (ii) the Warrants are duly authorized, executed and delivered by the Company
and the Warrant Agent in accordance with the provisions of the Warrant
Agreement.

        Our opinions set forth in paragraphs 1 and 5 are limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, conveyance, voidable
preference, moratorium or other similar laws, regulations or judicial opinions
of general applicability relating to or affecting creditors' rights generally,
by general equitable principles, whether such principles are considered in a
proceeding at law or at equity.

        In rendering the foregoing opinions, we have relied as to certain
factual matters upon certificates of officers of the Company, and we have not
independently checked or verified the accuracy of the statements contained
therein. The opinions expressed herein are limited to the federal securities
laws of the United States of America, the laws of the State of New York and the
laws of the State of Ohio, in each case as currently in effect, and we express
no opinion as to the effect of the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to Jones Day under the caption
"Legal Matters" in the Prospectus constituting a part of such Registration
Statement. In giving such consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.


                                             Very truly yours,


                                             /s/ Jones Day

EX-12.1

                                                                    EXHIBIT 12.1
Computation of Ratio of Earnings to Fixed Charges
(Dollars in millions, except ratios)


                                                                      Year Ended November 30,
                                                       --------------------------------------------------------
                                                       1999        2000        2001        2002          2003
                                                       ----        ----        ----        ----          ----
                                                                                        
Pre-tax income (loss) from continuing operations       $58.5       $ 7.3       $(10.9)     $ 7.5        $(84.4)
Adjustment for income or loss from equity investees       --        (0.6)        (1.0)      (1.0)          0.8
                                                       -----       -----       ------      -----        ------
Pre-tax income (loss) from continuing operations
  before adjustment for minority interests in          $58.5       $ 6.7       $(11.9)     $ 6.5        $(83.6)
  consolidated subsidiaries or income or loss
  from equity investees

Distributed income of equity investees                    --          --           --         --           0.5

Less: Capitalized interest                              (0.3)       (0.4)        (0.4)        --            --


Amortization of interest previously capitalized           --          --           --        0.1           0.1
                                                       -----       -----       ------      -----        ------

Adjusted pre-tax income (loss) from continuing
  operations before adjustment for minority
  interests in consolidated subsidiaries or
  income or loss from equity investees                 $58.2       $ 6.3       $(12.3)     $ 6.6        $(83.0)
                                                       =====       =====       ======      =====        ======

Fixed Charges:
  Interest expense, including capitalized interest     $18.9       $15.1         14.4      $ 8.1        $ 15.3
  Amortization of debt issuance costs                    0.1         0.3          0.6        1.0           4.8
  Imputed interest portion of rent expense               2.0         2.3          2.8        2.7           2.9
                                                       -----       -----       ------      -----        ------
Total Fixed Charges                                    $21.0       $17.7       $ 17.8      $11.8        $ 23.0
                                                       =====       =====       ======      =====        ======
Pre-tax income (loss) from continuing operations
  before adjustment for income from equity
  investees plus fixed charges                         $79.2       $24.0       $  5.5      $18.4        $(60.0)
                                                       =====       =====       ======      =====        ======

Ratio of Earnings to Fixed Charges(a)                    3.8         1.4           --        1.6            --
                                                       =====       =====       ======      =====        ======
- -------------
(a) For fiscal years 2003 and 2001, the ratio was less than 1.0x and was deficient by $83.0 million and $12.3 million, respectively.

EX-23.1

                                                                    EXHIBIT 23.1

                        Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of OMNOVA Solutions
Inc. for the registration of $150,000,000 of the Company's debt securities,
common shares, serial preferred stock, depositary shares and warrants and to the
incorporation by reference therein of our report dated January 22, 2004 with
respect to the consolidated financial statements of OMNOVA Solutions Inc.
included in its Annual Report on Form 10-K for the year ended November 30, 2003,
filed with the Securities and Exchange Commission.

/s/ Ernst & Young

Akron, Ohio
January 30, 2004

EX-24.1

                                                                    EXHIBIT 24.1

ANNEX A

                           DIRECTOR AND/OR OFFICER OF
                              OMNOVA SOLUTIONS INC.

                       REGISTRATION STATEMENT ON FORM S-3

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and/or officers of OMNOVA Solutions Inc., an Ohio corporation (the "Company"),
hereby constitutes and appoints Michael E. Hicks, James C. LeMay and Kristine C.
Syrvalin, and each of them, as the true and lawful attorney-in-fact or
attorneys-in-fact, with full power of substitution and resubstitution, for each
of the undersigned and in the name, place and stead of each of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933 (the "Securities Act") one or more Registration
Statements on Form S-3 relating to the registration of $150,000,000 of certain
debt and equity securities of the Company, with any and all amendments,
supplements and exhibits thereto, including pre-effective and post-effective
amendments or supplements, with full power and authority to do and perform any
and all acts and things whatsoever required, necessary or desirable to be done
in the premises, hereby ratifying and approving the act of said attorneys and
any of them and any such substitute.

        This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original with respect to the person executing it.

                  Executed as of this 8th day of December 2003.


                             /s/ Edward P. Campbell
                             ----------------------
                             Edward P. Campbell
                             Director


/s/ David A. Daberko        /s/  David J. D'Antoni      /s/ Diane E. McGarry
- -------------------------   -------------------------   ----------------------
David A. Daberko            David J. D'Antoni           Diane E. McGarry
Director                    Director                    Director


/s/ Steven W. Percy         /s/  Dr. R. Byron Pipes     /s/ William R. Seelbach
- -------------------------   -------------------------   ----------------------
Steven W. Percy             Dr. R. Byron Pipes          William R. Seelbach
Director                    Director                    Director

EX-25.1

                                                                    EXHIBIT 25.1

================================================================================

                                    FORM T-1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2)  [ ]

                                   ----------
                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)

                                   ----------
                              OMNOVA SOLUTIONS INC.
               (Exact name of obligor as specified in its charter)

Ohio                                                      34-1897652
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

175 Ghent Road
Fairlawn, Ohio                                            44333-3300
(Address of principal executive offices)                  (Zip code)

                                   ----------
                                 Debt Securities
                       (Title of the indenture securities)

================================================================================



1.      GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
        TRUSTEE:

        (a)     Name and address of each examining or supervising authority to
                which it is subject.



- --------------------------------------------------------------------------------
                          Name                                Address
- --------------------------------------------------------------------------------
                                               
        Superintendent of Banks of the State of   2 Rector Street, New York, N.Y.
        New York                                  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York          33 Liberty Plaza, New York, N.Y.
                                                  10045

        Federal Deposit Insurance Corporation     Washington, D.C.  20429

        New York Clearing House Association       New York, New York   10005


        (b)     Whether it is authorized to exercise corporate trust powers.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        If the obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

16.     LIST OF EXHIBITS.

        Exhibits identified in parentheses below, on file with the Commission,
        are incorporated herein by reference as an exhibit hereto, pursuant to
        Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
        C.F.R. 229.10(d).

        1.      A copy of the Organization Certificate of The Bank of New York
                (formerly Irving Trust Company) as now in effect, which contains
                the authority to commence business and a grant of powers to
                exercise corporate trust powers. (Exhibit 1 to Amendment No. 1
                to Form T-1 filed with Registration Statement No. 33-6215,
                Exhibits 1a and 1b to Form T-1 filed with Registration Statement
                No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration
                Statement No. 33-29637.)

        4.      A copy of the existing By-laws of the Trustee. (Exhibit 4 to
                Form T-1 filed with Registration Statement No. 33-31019.)

        6.      The consent of the Trustee required by Section 321(b) of the
                Act. (Exhibit 6 to Form T-1 filed with Registration Statement
                No. 33-44051.)

        7.      A copy of the latest report of condition of the Trustee
                published pursuant to law or to the requirements of its
                supervising or examining authority.

                                       -2-



                                    SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 2nd day of February, 2004.

                                        THE BANK OF NEW YORK

                                        By: /S/    ROBERT A. MASSIMILLO
                                            ------------------------------------
                                            Name:  ROBERT A. MASSIMILO
                                            Title: VICE PRESIDENT

                                       -3-



                                                                       EXHIBIT 7

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2003, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                 Dollar Amounts
                                                                  In Thousands
                                                              
ASSETS
Cash and balances due from depository institutions:
  Noninterest-bearing balances and currency and coin..........   $     3,688,426
  Interest-bearing balances...................................         4,380,259
Securities:
  Held-to-maturity securities ................................           270,396
  Available-for-sale securities ..............................        21,509,356
Federal funds sold in domestic offices .......................         1,269,945
Securities purchased under agreements to resell ..............         5,320,737
Loans and lease financing receivables:
  Loans and leases held for sale .............................           629,178
  Loans and leases, net of unearned income....................        38,241,326
  LESS: Allowance for loan and lease losses...................           813,502
  Loans and leases, net of unearned income and allowance......        37,427,824
Trading Assets ...............................................         6,323,529
Premises and fixed assets (including capitalized leases)......           938,488
Other real estate owned ......................................               431
Investments in unconsolidated subsidiaries
 and associated companies ....................................           256,230
Customers' liability to this bank on
 acceptances outstanding .....................................           191,307
Intangible assets ............................................
  Goodwill ...................................................         2,562,478
  Other intangible assets ....................................           798,536
Other assets .................................................         6,636,012
                                                                 ---------------




                                                              
Total assets..................................................   $    92,203,132
                                                                 ===============

LIABILITIES
Deposits:
  In domestic offices.........................................   $    35,637,801
  Noninterest-bearing.........................................        15,795,823
  Interest-bearing............................................        19,841,978
  In foreign offices, Edge and Agreement
   subsidiaries, and IBFs.....................................        23,759,599
  Noninterest-bearing.........................................           599,397
  Interest-bearing............................................        23,160,202
Federal funds purchased in domestic offices...................           464,907
Securities sold under agreements to repurchase................           693,638
Trading liabilities...........................................         2,634,445
Other borrowed money:
  (includes mortgage indebtedness and
  obligations under capitalized leases).......................        11,168,402
Bank's liability on acceptances executed and outstanding......           193,690
Subordinated notes and debentures.............................         2,390,000
Other liabilities.............................................         6,573,955
                                                                 ---------------
Total liabilities.............................................   $    83,516,437
                                                                 ===============

Minority interest in consolidated
 subsidiaries.................................................           519,418

EQUITY CAPITAL
Perpetual preferred stock and related surplus.................                 0
Common stock..................................................         1,135,284
Surplus.......................................................         2,057,234
Retained earnings.............................................         4,892,597
Accumulated other comprehensive income........................            82,162
Other equity capital components...............................                 0
- --------------------------------------------------------------------------------
Total equity capital..........................................         8,167,277
                                                                 ---------------
Total liabilities minority interest and equity capital........   $    92,203,132
                                                                 ===============




        I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

      Thomas A. Renyi
      Gerald L. Hassell                     Directors
      Alan R. Griffith